Cyber Safety Service - Terms and Conditions

1.1 The Customer Terms cover the following Products:

(a) Cyber Safety Service – brAIn-box Network Monitoring and Vulnerability Scanning ; and

(b) Amplify Intelligence Reporting Portal and application.

2.1 Customer may submit a Product Order either electronically via Amplify Intelligence Pty Ltd Website or orally by telephone. No terms Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing will apply to any Contract.

2.2 Amplify Intelligence Pty Ltd may accept a Product Order by approving the Product Order, either electronically or orally. Nothing in these Customer Terms will oblige Amplify Intelligence Pty Ltd to accept any Product Order, nor to provide any Product, until Amplify Intelligence Pty Ltd accepts a Product Order. Upon acceptance by Amplify Intelligence Pty Ltd, a Product Order will become the Contract which commences on the date of acceptance by Amplify Intelligence Pty Ltd.

3.1 Upon commencement of the Contract in accordance with Clause 2.2, Amplify Intelligence Pty Ltd will use reasonable endeavours to provision and/or install the Product and will inform Customer when the Product is connected ready for use.

3.2 Amplify Intelligence Pty Ltd will supply the Product to Customer from the Connection Date with reasonable skill and care and in all material respects in accordance with the Contract, but Amplify Intelligence Pty Ltd cannot, given the nature of the Product, guarantee that the Product will be continuously available or error free.

3.3 Amplify Intelligence Pty Ltd reserves the right to cancel the Contract prior to the Connection Date or within a reasonable period of time thereafter where:

(a) it becomes apparent that the Product cannot be delivered to or installed at the Site due to a geographic, practical or technical restraint; or

(b) the cost of providing or installing the Product at the Site is materially higher than the usual cost of providing Product to a customer and Customer does not agree to pay any additional Charges requested by Amplify Intelligence Pty Ltd.

3.4 Customer must report Incidents using the email address [email protected] or the telephone number on the Amplify Intelligence Pty Ltd Website or as otherwise provided by Amplify Intelligence Pty Ltd.

3.5 Before contacting Amplify Intelligence Pty Ltd about an Incident, Customer should make all reasonable efforts to rule out the possibility that it is caused by Customer Equipment.

4.1 The Products are provided for use by Customer and End Users in the course of Customer’s business and on the condition that Customer does not resell or otherwise make the Product available to any other person.

4.2 Customer undertakes to use the Product, and to procure that each End User uses the Products, in accordance with:

(a) the terms and conditions of the Contract and any Legislation applicable to Customer’s use of the Product; and

(b) any reasonable operating instructions as may be notified in writing to Customer by Amplify Intelligence Pty Ltd from time to time.

4.3 Without limiting Clause 4.2, Customer will not, and will procure that each End User will not use a Product to:

(a) monitor a network without the network owner’s express consent; or

(b) vulnerability scan any device without the device owner’s express consent; or

(c) subvert normal operations of the network or of the devices within the Product’s connected vicinity nor beyond its expressly consented boundaries; or

(d) intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or

(e) send, communicate, knowingly receive, upload or download data in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the Amplify Intelligence Pty Ltd Network (or any part of it) or Amplify Intelligence Pty Ltd’s customers.

4.4 Customer indemnifies and promises to pay on demand Amplify Intelligence Pty Ltd and its Affiliates for any settlement paid by, damages awarded against and reasonable legal costs and expenses suffered or incurred by Amplify Intelligence Pty Ltd or its Affiliates arising out of or in connection with any claim made or threatened against Amplify Intelligence Pty Ltd or an Affiliate of Amplify Intelligence Pty Ltd by a third party arising out of or in connection with Customer’s or End User’s breach of this Clause 4.

5.1  Amplify Intelligence Pty Ltd will use reasonable endeavours to carry out any Maintenance during the Maintenance Window.

5.2  Amplify Intelligence Pty Ltd will have the right to withdraw or change a Product and to terminate or vary the Contract for all customers to:

(a) comply with any Legislation or safety requirement; or

(b) take into account the withdrawal of or a significant change to the technology used to provide the Product.

5.3 In relation to any withdrawal or change under Clause 5.2, Amplify Intelligence Pty Ltd will:

(a) give Customer as much notice as reasonably practical, and in any event not less than three months’ notice; and

(b) use reasonable endeavours to avoid any material adverse impact on the nature or quality of the Products or any material increase in the Charges.

5.4 Where a change to a Product under Clause 5.3(b) results in a material adverse impact on the nature or quality of the Product or a material increase in the Charges, Customer may terminate the Contract in accordance with Clause 10.2 without incurring any Cancellation Charges.

5.5 Where a Product is withdrawn, Amplify Intelligence Pty Ltd may offer an equivalent or better Product with the same Charges. Amplify Intelligence Pty Ltd will be obliged to do so in respect of the Contract within its Contract Term where a Product is withdrawn under Clause 5.2(b) and pay Customer’s reasonable demonstrable third party costs of moving to the replacement service, up to a maximum of the Recurring Charges payable in respect of the remainder of the Contract Term. Where such equivalent or better Product has lower Charges, Amplify Intelligence Pty Ltd may allow Customer to benefit from such reduction, if Customer agrees to pay the costs of moving to the equivalent Product.

6.1 Upon activation of a Network Monitoring and Vulnerability Product, Customer accepts it may experience a temporary loss of Customer’s existing network connectivity.

6.2 Amplify Intelligence Pty Ltd cannot guarantee the quality on the local network section provided by any Third Party Operator and, therefore, cannot guarantee that a Connection can support the Transmission Speed specified in the Product Order.

6.3 To prevent spam from entering and affecting the operation of Amplify Intelligence Pty Ltd’s systems and the Network Monitoring and Vulnerability Product, Amplify Intelligence Pty Ltd may take any reasonable measures or actions necessary to block access to or delivery of any e-mail which appears to be of an unsolicited nature or part of a bulk e-mail transmission. Amplify Intelligence Pty Ltd may also use within its systems virus screening technology that may result in the deletion or alteration of e-mail and or e-mail attachments. However, Amplify Intelligence Pty Ltd does not warrant that such technology will be effective against all virus attacks or unsolicited emails.

6.4 All Network Monitoring and Vulnerability Products are governed by the Customer Terms and any supplementary terms on Amplify Intelligence Pty Ltd’s Website.

7.1 Amplify Intelligence Pty Ltd does not guarantee to maintain any network connectivity through the brAIn-box monitoring and vulnerability scanning device.

7.2 Amplify Intelligence Pty Ltd does not guarantee to maintain any network data transfer speeds through the brAIn-box monitoring and vulnerability scanning device.

7.3 Amplify Intelligence Pty Ltd does not guarantee to monitor any particular network traffic nor monitor all network traffic through the brAIn-box monitoring and vulnerability scanning device.

7.4 Amplify Intelligence Pty Ltd does not guarantee that vulnerability scanning performed via the brAIn-box monitoring and vulnerability scanning device will not interfere with any device on the Customer network.

7.5 Amplify Intelligence Pty Ltd does not guarantee to scan any nor all devices within the Customer network via the brAIn-box monitoring and scanning device.

7.6 Amplify Intelligence Pty Ltd does not guarantee the accuracy of the vulnerability scan results produced via the brAIn-box monitoring and scanning device.

7.7 All customer data collected by the brAIn-box monitoring and vulnerability scanning device remains owned by Amplify Intelligence Pty Ltd.

7.8 All customer data collected by the brAIn-box monitoring and vulnerability scanning device is transferred into the Amplify Intelligence Pty Ltd data cloud using the Customer’s external network connection and this transfer will consume the Customer’s bandwidth.

7.9 Amplify Intelligence Pty Ltd do not guarantee to keep Customer data (neither live data nor in a back up form) for any period of time.

7.10 A copy of available data collected from the Customer’s network can be requested by the Customer in writing to Amplify Intelligence Pty Ltd.  Amplify Intelligence Pty Ltd may charge a reasonable processing fee to provide the data requested. The format of the data copy will be the raw data format held by Amplify Intelligence Pty Ltd.  Amplify Intelligence Pty Ltd will do no processing nor transformations on the data in providing a copy the Customer data to the Customer.

8.1 Amplify Intelligence Pty Ltd will either require prepayment or will invoice Customer electronically for the Charges payable under the Contract and Customer will pay all invoices by direct debit within 14 days of the date of the invoice, subject to Clause 8.5.

8.2 Customer may request a paper or pdf invoice, subject to payment of a reasonable administration charge.

8.3 All amounts payable by Customer under the Contract are exclusive of relevant taxes.

8.4 Unless otherwise stated in the Contract, Charges for the Product will be charged in accordance with the Price List.

8.5 If Customer in good faith disputes an invoice, Customer must notify Amplify Intelligence Pty Ltd in writing of the dispute not more than 14 days after the date of the invoice providing reasonable details of the dispute to allow Amplify Intelligence Pty Ltd to investigate. Customer must make payment in full of the invoice notwithstanding the dispute raised. If Amplify Intelligence Pty Ltd finds that the invoice is incorrect, Amplify Intelligence Pty Ltd will apply a credit to Customer’s account.

8.6 Without limiting any other right or remedy of Amplify Intelligence Pty Ltd:

(a) if Customer fails to make any payment due to Amplify Intelligence Pty Ltd under the Contract by the due date for payment, Amplify Intelligence Pty Ltd will have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the then current central bank base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement, and compounding quarterly;

(b) if a direct debit is dishonoured or cancelled, Amplify Intelligence Pty Ltd will have the right to make a reasonable administration charge; and

(c) Amplify Intelligence Pty Ltd may set off any amount owing to it or its Affiliates by Customer against any amount payable by Amplify Intelligence Pty Ltd to Customer.

8.7 Except where otherwise agreed in the Contract, Amplify Intelligence Pty Ltd may vary the Charges at any time by giving Customer notice to reflect changing arrangements with any Third Party Operator or changing legal, regulatory or business requirements. The revised  Charges will apply to all Products provided after the effective date of the notice of change. Where such change is to Customer’s material detriment, Amplify Intelligence Pty Ltd will give Customer not less than one month’s notice in writing and Customer may terminate the Contract in accordance with Clause 10.2.

9.1 Amplify Intelligence Pty Ltd may perform a credit check on Customer at any time prior to or following acceptance of the Product Order and may impose a Credit Limit on Customer’s account proportionate to the amount of Charges payable under the Contract. Any Credit Limit imposed can be amended without prior notice. If Customer exceeds such Credit Limit:

(a) Amplify Intelligence Pty Ltd may demand immediate payment of all unpaid Charges (whether invoiced or not); and

(b) Customer will remain responsible for all Charges incurred including those exceeding the Credit Limit.

9.2 Amplify Intelligence Pty Ltd may require Customer to provide it with a deposit or other security as a condition of providing the Products. Amplify Intelligence Pty Ltd may hold this deposit or security until Customer has paid all sums due to Amplify Intelligence Pty Ltd under the Contract. No interest is payable on any deposit held by Amplify Intelligence Pty Ltd.

10.1 A Party may terminate the Contract by providing the other Party with no less than 30 days notice. In the case of Amplify Intelligence Pty Ltd, such notice must expire on or after the end of the Contract Term.

10.2 Customer may terminate the Contract, by giving notice in writing to Amplify Intelligence Pty Ltd if:

(a) Amplify Intelligence Pty Ltd is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy;

(b) the circumstances in Clauses 5.4, 8.7 16.2 or 24.2 arise.

10.3 Amplify Intelligence Pty Ltd may terminate the Contract by giving notice in writing to Customer if:

(a) Customer fails to pay any sums due to Amplify Intelligence Pty Ltd within 14 days of the date of the invoice;

(b) Customer is in material breach of the Contract, which if capable of remedy has not been remedied within 30 days of receipt of written notice specifying the breach in reasonable detail and requiring its remedy;

(c) Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or goes into liquidation, whether voluntary or compulsory (other than for the purposes of a solvent reconstruction or amalgamation), or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets;

(d) Customer fails to give any deposit or security required by Amplify Intelligence Pty Ltd under Clause 9.2; or

(e) the circumstances in Clause 16.2 arise.

10.4 If the Contract is terminated by Customer within the Contract Term other than under Clause 10.2, Amplify Intelligence Pty Ltd may invoice Customer the Cancellation Charges. Customer agrees that the Cancellation Charges are a fair assessment of the losses and damage that Amplify Intelligence Pty Ltd will suffer as a result of the termination.

10.5 If the Contract is terminated outside of the relevant Contract Term Amplify Intelligence Pty Ltd will either:

(a) refund any amount in credit on Customer’s account after Amplify Intelligence Pty Ltd has deducted any amount owed to it by Customer; or

(b) issue an invoice for the amount owed to Amplify Intelligence Pty Ltd by Customer as at the date of termination.

11.1 Amplify Intelligence Pty Ltd may, without prejudice to any other right which it might have, elect to suspend the provision of Products under the Contract until further notice on notifying Customer either orally (confirming such notification in writing) or in writing if:

(a) Amplify Intelligence Pty Ltd is entitled to terminate the Contract;

(b) Amplify Intelligence Pty Ltd has reasonable grounds to believe that Customer or an End User is using the Product in breach of Clause 4;

(c) Amplify Intelligence Pty Ltd or any third party providing equipment or services to Amplify Intelligence Pty Ltd in connection with the provision of the Product is obliged to comply with an order, instruction or request of government, regulatory authority, emergency services organisation or other competent authority; or

(d) Customer exceeds the Credit Limit under Clause 9 and has not remedied this situation within 5 Business Days of receiving written notice from Amplify Intelligence Pty Ltd requiring Customer to do so.

11.2 If Amplify Intelligence Pty Ltd exercises its rights under Clause 11.1 as a consequence of the breach, fault, act or omission of Customer or an End User, the Charges will be continue to be payable and Customer will pay to Amplify Intelligence Pty Ltd all reasonable costs and expenses incurred by the implementation of such suspension and any recommencement of the provision of Product.



12.1 Nothing in the Contract will exclude or limit a Party’s liability arising from or in connection with:

(a) any death or personal injury caused by the negligence of such Party, its agents, subcontractors, officers, directors or employees;

(b) any fraudulent acts or omissions of or fraudulent representations made by such Party, its agents, subcontractors, officers, directors or employees;

(c) any breach of statutory implied terms as to title;

(d) any other liability which cannot be excluded or limited by law;

(e) any indemnity given by such Party in the Contract unless otherwise expressly agreed in writing;

(f) any breach of Clauses 17 or 18; and

(g) any liability to pay the Charges.

12.2 Subject to Clause 12.1, a Party will not be liable to the other Party in contract, tort (including negligence), breach of statutory duty or otherwise for:

(a) indirect, consequential or special loss or damage;

(b) loss of opportunity (whether direct or indirect);

(c) loss of anticipated savings (whether direct or indirect);

(d) loss arising from or damage to a brand, reputation or goodwill (whether direct or indirect);

(e) loss of profit or anticipated profit (whether direct or indirect);

(f) loss of business or contracts (whether direct or indirect);

(g) loss of revenue or anticipated revenue (whether direct or indirect);

(h) loss arising from the loss or degradation of data (whether direct or indirect); and

(i) subject to Clause 22.1, claims brought by or ex-gratia payments made to Customer’s customers or any other third party (whether direct or indirect).

12.3 Subject to Clauses 12.1 and 12.2, a Party’s total liability to the other Party in respect of all Losses arising under or in connection with the Contract in contract, tort (including negligence), breach of statutory duty or otherwise, will in no circumstances exceed the greater of:

(a) the Recurring Charges paid by Customer under the Contract during the 12 months preceding the claim; and

(b) one thousand Australian Dollars ($1,000).

12.4 Where the provisions of the Contract are inconsistent with any rights or remedies Customer has under any Legislation because it is a Small Business Customer which cannot be varied, Customer’s rights under such Legislation will apply instead of the provisions of the Contract to the extent they are inconsistent.

12.5 Amplify Intelligence Pty Ltd will not be liable to Customer for any failure of the Product as a result of:

(a) any act or omission of Customer, End Users or Customer’s employees, agents or subcontractors;

(b) any Customer Equipment;

(c) failure by Customer to implement any reasonable instructions issued by Amplify Intelligence Pty Ltd; or

(d) any suspension of the Product under Clause 11.

12.6 Except as expressly set out in the Contract and to the extent permissible by law all other warranties, terms and conditions, guarantees as to quality or fitness for a particular purpose of the Products or any other conditions or guarantees whether express or implied by law, custom or otherwise are excluded.

13.1 Property in and ownership of:

(a) the Amplify Intelligence Pty Ltd Equipment remains the property of Amplify Intelligence Pty Ltd or its suppliers at all times; and

(b) the Customer Equipment remains the property of Customer at all times.  Customer must clearly identify any Amplify Intelligence Pty Ltd Equipment at the Site.

13.2 Risk in and liability for Amplify Intelligence Pty Ltd Equipment passes to Customer on delivery of each item thereof. Customer must insure the Amplify Intelligence Pty Ltd Equipment in respect of all relevant risks from delivery. Customer will provide a copy of the insurance policy to Amplify Intelligence Pty Ltd upon request.

13.3 Customer must:

(a) not, nor permit any other person, to sell, let, transfer, dispose of, mortgage, charge, modify, repair, service, tamper with,  remove or interfere with the Amplify Intelligence Pty Ltd Equipment or suffer any distress, seizure or execution to be levied against any Amplify Intelligence Pty Ltd Equipment;

(b) keep the Amplify Intelligence Pty Ltd Equipment at the Site and stationary at all times;

(c) house, keep and use any Amplify Intelligence Pty Ltd Equipment in accordance with any written instructions notified to Customer by Amplify Intelligence Pty Ltd from time to time or, in the absence of such instructions, to the same standard as a reasonable owner of the Amplify Intelligence Pty Ltd Equipment would if it were their property;

(d) in the case of an emergency, take whatever steps as are reasonably necessary to safeguard the Amplify Intelligence Pty Ltd Equipment and notify Amplify Intelligence Pty Ltd as soon as possible of the circumstances of such emergency;

(e) not remove, tamper with or obliterate any words or labels on the Amplify Intelligence Pty Ltd Equipment or any part thereof; and

(f) permit Amplify Intelligence Pty Ltd or its agent to inspect, test and maintain the Amplify Intelligence Pty Ltd Equipment at all reasonable times and on reasonable notice.

13.4 Customer must immediately notify Amplify Intelligence Pty Ltd of any loss or damage to any Amplify Intelligence Pty Ltd Equipment. Without prejudice to Amplify Intelligence Pty Ltd’s other rights and remedies, where Customer breaches the provisions of this Clause 13:

(a) Customer indemnifies and promises to pay on demand Amplify Intelligence Pty Ltd for the costs of repairing or replacing any Amplify Intelligence Pty Ltd Equipment damaged by Customer’s or End User’s breach of this Clause 13; and

(b) Amplify Intelligence Pty Ltd will not be liable to Customer for any failure to provide the Product as a result thereof.

13.5 Amplify Intelligence Pty Ltd does not provide any warranty in respect of any Amplify Intelligence Pty Ltd Equipment but, where possible, will provide Customer with the benefit of any manufacturer’s warranty.

13.6 Customer is responsible for the compatibility of the Product with Customer Equipment. Amplify Intelligence Pty Ltd will not be liable to Customer where any Customer Equipment warranties become invalidated as a result of work carried out by Customer, Amplify Intelligence Pty Ltd or its agents in order to provide the Product 13.7 Amplify Intelligence Pty Ltd will be entitled, after termination (for any reason whatsoever) of the Contract by giving notice of its intention to repossess the Amplify Intelligence Pty Ltd Equipment, to:

(a) require Customer (at Customer’s cost and risk) to immediately return the Amplify Intelligence Pty Ltd Equipment to Amplify Intelligence Pty Ltd; or

(b) enter upon any premises with such transport as may be necessary and repossess any Amplify Intelligence Pty Ltd Equipment.

14.1 Customer must procure at its own expense all permissions, licences, waivers, consents, registrations and approvals necessary for Amplify Intelligence Pty Ltd to deliver, install and provide the Products at the Site.

14.2 Where Amplify Intelligence Pty Ltd Equipment is required to be installed at the Site, Customer must prepare the Site in accordance with Amplify Intelligence Pty Ltd’s reasonable instructions.

14.3 To enable Amplify Intelligence Pty Ltd to carry out its obligations and exercise its rights under the Contract, Customer must upon request of Amplify Intelligence Pty Ltd permit or procure permission for Amplify Intelligence Pty Ltd or anyone acting on Amplify Intelligence Pty Ltd’s behalf to access the Site at all reasonable times. Amplify Intelligence Pty Ltd will not be liable for any failure to provide the Product to the extent caused by Customer’s failure to comply with this Clause 14.3.

14.4 Customer will provide or procure a safe working environment at the Site for Amplify Intelligence Pty Ltd employees and anyone acting on Amplify Intelligence Pty Ltd’s behalf. Amplify Intelligence Pty Ltd employees or anyone acting on Amplify Intelligence Pty Ltd’s behalf will observe the reasonable regulations affecting the Site as previously advised in writing to Amplify Intelligence Pty Ltd.

15.1 Customer is responsible for the physical security of the Product.

15.2 Where the Customer is or becomes aware of any matters which it knows or ought reasonably be expected to know constitute a threat to the digital or physical security of the Product will immediately advise Amplify Intelligence Pty Ltd of such matters.



16.1 A Party will be not liable for any delay in performing or failure to perform any of its obligations under the Contract (other than Customer’s obligation to pay the Charges) which occurs as a result of a Force Majeure Event.

16.2 In the event that a Force Majeure Event continues for a period of 60 days, the other Party will have the right to terminate in accordance with Clause 10.2.

17.1 Neither Party will disclose to any third party without the prior written consent of the other Party any Confidential Information which is received from the other Party as a result of the Contract. Both Parties agree that any Confidential Information received from the other Party will only be used for the purposes of performing its obligations under the Contract. These restrictions will not apply to any information which:

(a) is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 17; or

(b) is acquired from a third party who owes no obligation of confidence in respect of the information; or

(c) is or has been independently developed by the recipient without use of the other Party’s Confidential Information.

17.2 Notwithstanding Clause 17.1, either Party will be entitled to disclose the Confidential Information of the other Party to a third party to the extent that this is required by any court of competent jurisdiction or by a governmental or regulatory authority, or where there is a legal duty or requirement (other than a contractual duty or requirement) to disclose such Confidential Information.

18.1 All Intellectual Property Rights in the Products will be owned by Amplify Intelligence Pty Ltd and its Affiliates save to the extent that any of the same contain Intellectual Property Rights owned by third parties.

18.2 Amplify Intelligence Pty Ltd grants to Customer a non-exclusive, royalty free,licence to use Amplify Intelligence Pty Ltd’s Intellectual Property Rights within Australia, for the purpose of utilising the Product in accordance with the terms of the Contract and any usage guidelines that Amplify Intelligence Pty Ltd may provide from time to time.

18.3 Customer grants to Amplify Intelligence Pty Ltd and its Affiliates a non-exclusive, royalty free, licence to use, copy and interface with any Intellectual Property Rights within the Australia in any Customer Equipment and the information and data in the Product for the purpose of performing Amplify Intelligence Pty Ltd’s obligations under the Contract.

18.4 Notwithstanding Clause 18.2, Customer will not be entitled to use the name, trademark, trade name, or other proprietary identifying marks or symbols of Amplify Intelligence Pty Ltd or its Affiliates without Amplify Intelligence Pty Ltd’s prior written consent.

18.5 In the event that the Product contains Intellectual Property Rights owned by third parties which Amplify Intelligence Pty Ltd is not entitled to sub-licence to Customer, Amplify Intelligence Pty Ltd will use reasonable endeavours to assist Customer, at Customer’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Customer.

18.6 In the event that Customer Equipment contains Intellectual Property Rights owned by third parties which Customer is not entitled to sub-licence to Amplify Intelligence Pty Ltd, Customer will use reasonable endeavours to assist Amplify Intelligence Pty Ltd, at Amplify Intelligence Pty Ltd’s cost and expense, in obtaining a licence to use those Intellectual Property Rights owned by third parties on terms that are acceptable to Amplify Intelligence Pty Ltd.

18.7 Customer will not, and will procure that its personnel and, where used, its subcontractors and their personnel do not, do anything (whether by omission or commission) during the Contract or at any time thereafter to affect or imperil the validity of any Intellectual Property Rights belonging to Amplify Intelligence Pty Ltd or its Affiliates.

18.8 Customer will not obtain any rights in respect of any of Amplify Intelligence Pty Ltd’s Intellectual Property Rights by virtue of the Contract.

19.1 This Clause 19 only applies to the extent that Amplify Intelligence Pty Ltd is Processing Personal Data on behalf of Customer.

19.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation.

19.3 The Parties acknowledge that for the purposes of the Data Protection Legislation, Customer is the Controller and Amplify Intelligence Pty Ltd is the Processor.

19.4 The Personal Data Annex sets out the scope, nature and purpose of Processing by Amplify Intelligence Pty Ltd, the duration of the Processing, the types of Personal Data and the categories of Data Subject.

19.5 Without prejudice to the generality of Clause 19.2:

(a) Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Amplify Intelligence Pty Ltd for the purposes of the Contract; and

(b) Amplify Intelligence Pty Ltd will:

(i) Process Personal Data only on the written instructions of Customer, including regarding transfers of Personal Data outside of the Australia, unless Amplify Intelligence Pty Ltd is required to do so by a legal obligation and, if so, Amplify Intelligence Pty Ltd will notify Customer of this before such Processing, unless a legal obligation prohibits this;

(ii) ensure that all personnel authorised by Amplify Intelligence Pty Ltd to Process Personal Data are obliged to keep the Personal Data confidential;

(iii) ensure that it has in place appropriate technical and organisational measures designed to protect against a Personal Data Breach, appropriate to the harm that might result from such Personal Data Breach and the nature of the Personal Data to be protected. Amplify Intelligence Pty Ltd shall have regard to the state of technological development and the cost of implementing any measures, including, where appropriate:

(A) pseudonymising and encrypting Personal Data;

(B) ensuring confidentiality, integrity, availability and resilience of its systems and services;

(C) ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and

(D) regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it;

(c) notify Customer without undue delay if it becomes aware of a Personal Data Breach;

(d) assist Customer in responding to any requests from Data Subjects and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, save that if this is not within the reasonable remit of the Products, this will be at Customer’s cost;

(e) at Customer’s written direction, delete (or put Beyond Use) or return Personal Data to Customer once provision of the Products has ceased, unless required by a legal obligation to store the Personal Data; and

(f) maintain records and information to demonstrate its compliance with Clauses 19.5(b), 19.6 and 19.7 and, where this is not sufficient, allow for audits by Customer or Customer’s auditor solely to demonstrate compliance, at Customer’s cost, provided that:

(i) Customer:

(A) will not exercise its audit rights more than once in any 3 year period, save where Customer reasonably believes that a further audit is required due to a Personal Data Breach;

(B) gives at least 30 days’ written notice of its intention to audit, including specific details on the scope of the audit and any required evidence;

(C) conducts its audit during normal business hours and limits it audit to a maximum of 2 Business Days; and

(D) takes all reasonable measures to prevent material business interruption to Amplify Intelligence Pty Ltd;

(ii) such audit is subject to the confidentiality provisions of the Contract; and

(iii) Amplify Intelligence Pty Ltd may demonstrate its compliance with Clauses 19.5(b), 19.6 and 19.7 by complying with an approved code of conduct or by obtaining an approved certification.

19.6 Customer consents to Amplify Intelligence Pty Ltd appointing the Third-Party Processors to assist it in providing the Products. If Amplify Intelligence Pty Ltd intends to change any of the Third-Party Processors, it will notify Customer by updating the Third-Party Processor List thereby giving Customer the opportunity to object to such change.

19.7 Amplify Intelligence Pty Ltd shall ensure that all agreements with the Third-Party Processors will incorporate terms that are substantially similar to those set out in this Clause 19. If a Third-Party Processor fails to fulfil its data protection obligations to Customer, Amplify Intelligence Pty Ltd will remain fully liable to Customer for such Third-Party Processor’s obligations.

20.1 Subject to Clause 20.2, neither Party will assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other Party.

20.2 Amplify Intelligence Pty Ltd may assign, transfer or subcontract any or all of its rights and obligations under the Contract a third party provided that Amplify Intelligence Pty Ltd remains primarily liable for the acts and omissions of such third party subject to the terms and conditions of the Contract.

20.3 Amplify Intelligence Pty Ltd may at its sole discretion provide the Products to Customer directly and/or through its Affiliates, agents and subcontractors, provided that Amplify Intelligence Pty Ltd remains primarily liable for the acts and omissions of its Affiliates, agents and subcontractors subject to the terms and conditions of the Contract.



21.1 A waiver of any right or remedy under a Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default, except as set out in Clause 21.3.

21.2 A failure or delay by a Party to exercise any right or remedy provided under a Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy, except as set out in Clause 21.3. 21.3 Customer must bring any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) within 12 calendar months of the date it first became aware or ought reasonably to have become aware of the facts giving rise to the liability or alleged liability or within the relevant statutory limitation period, whichever is the earlier or such dispute or claim will be barred.

22.1 The Contract will inure for the benefit of Amplify Intelligence Pty Ltd and its Affiliates from time to time.

22.2 Except as expressly provided in Clause 22.1, a person who is not a Party to a Contract will not have any rights under the any local legislative framework.

22.3 The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.

23.1 All notices to be given to a Party under the Contract will be in writing in English and will be marked for the attention of the person, and delivered by hand, or sent by first class prepaid post, or by email, as detailed for the Party below:

(a) in the case of Amplify Intelligence Pty Ltd: Address: Level 2, 520 Bourke Street, Melbourne, 3000, Victoria, Australia [email protected]; and

(b) in the case of Customer: using the details set out on the quote attached to these Customer Terms.

23.2 A Party may change the details recorded for it in this Clause 23 by notice to the other in accordance with Clause 23.1. 23.3 A notice will be treated as having been received:

(a) if delivered by hand during Office Hours on a Business Day, when so delivered; and if delivered by hand outside Office Hours, at the start of Office Hours on the next Business Day;

(b) if sent by first class post, at the start of Office Hours on the second Business Day after posting if posted on a Business Day  and at the start of Office Hours on the third Business Day after posting if not posted on a Business Day;

(c) if sent by email, at the time of receiving a successful delivery receipt, provided a confirmatory copy of the notice is sent by first class post within 24 hours of sending the email, and

(d) for the purposes of Clause 10.3(a), at the time of a verbal notification to Customer’s finance department.

24.1 Subject to Clauses 5.2 and 8.7, Amplify Intelligence Pty Ltd may need to change these terms from time to time. Where any change is made Amplify Intelligence Pty Ltd will publish such change by publishing a notice or updated terms and conditions on its website.

24.2 Where a change under Clause 24.1 is to Customer’s material detriment, Amplify Intelligence Pty Ltd will give Customer not less than one month’s notice in writing and Customer may terminate the Contract in accordance with Clause 10.2.

25.1 The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25.2 Each Party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty

(whether made innocently or negligently) that is not set out in the Contract.

25.3 Each Party agrees that it will have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Contract.

The expiry or termination of the Contract will not affect any provisions of it as are expressed to operate or have effect after its termination and will be without prejudice to any right of action already accrued to either Party in respect of any breach of the Contract by the other Party.

27.1 For any complaints, Customer should write directly to Amplify Intelligence Pty Ltd: Address: Level 2, 520 Bourke Street, Melbourne, 3000, Victoria, Australia [email protected], detailing the nature of the complaint.

28.1 The Contract is governed by and will be interpreted in accordance with the laws of Commonwealth of Australia and Victoria.

28.2 Each Party irrevocably agrees that the courts of Victoria and the Commonwealth of Australia will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

29.1 In the Contract:

(a) words and phrases used with capital letters have the meanings given in the glossary at the end of these Customer Terms, unless otherwise defined in a Product Order;

(b) references to:

(i) Clauses are to Clauses in these Customer Terms and to Paragraphs are to paragraphs of any supplementary terms agreed by the Amplify Intelligence Pty Ltd;

(ii) a person includes a corporate or unincorporated body (whether or not having a separate legal personality);

(iii) one gender will include a reference to any other gender;

(iv) a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and will include all subordinate legislation made from time to time under that statute or statutory provision;

(v) writing or written does not include faxes;

(vi) the Contract or to any other agreement or document referred to in the Contract is a reference to the Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Contract) from time to time;

(c) words in the singular will include the plural and vice versa;

(d) other than Customer’s obligation to pay the Charges in accordance with Clause 8.1, time will not be of the essence and any dates given are estimates only;

(e) the words “include(s)”, “including” or “in particular” are deemed to have the words “without limitation” following them; and

(f) any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

29.2 In the case of conflict or ambiguity, the order of precedence for a Contract and any documents attached to or referred to in it will be as follows, in descending order of importance:

(a) the Product Order; then

(b) any supplemental terms agreed by Amplify Intelligence Pty Ltd; then

(c) these Customer Terms; then

(d) documents attached or referred to in the Contract.

Affiliate

In relation to Amplify Intelligence Pty Ltd, any company which is a Subsidiary or a Holding Company or which is a Subsidiary of any such Holding Company from time to time (where ‘Subsidiary’ and ‘Holding Company’ have the meanings given in the legislation of the Customer jurisdiction (typically either Australia or the U.K.).

Amplify Intelligence Pty Ltd

Amplify Intelligence trading as Amplify Intelligence Pty Ltd, a company registered in Australia with company number 619752635.

Amplify Intelligence Pty Ltd Equipment

Any equipment, apparatus, software, systems and cabling provided by Amplify Intelligence Pty Ltd to provide a Product at the Site. TheAmplify Intelligence Pty Ltd Equipment does not include the Amplify Intelligence Pty Ltd Network.

Amplify Intelligence Pty Ltd Service

The software as a service platform operated by Amplify Intelligence Pty Ltd or its Affiliates from time to time.

Amplify Intelligence Pty Ltd Website

The website located at www.amplifyintelligence.com as may be amended from time to time.

Ancillary Charges

Any third party charges incurred by Amplify Intelligence Pty Ltd relating to the provision of a Product that are not Installation Charges, Recurring Charges, Usage Charges or Cancellation Charges.

Beyond Use

As specified in accordance with guidance issued by the Information Commissioner’s Office (U.K) or the Office of the Australian Information Commissioner (Australia) from time to time.

brAIn-box network monitoring and vulnerability scanning Product

The services provided by Amplify Intelligence Pty Ltd to enable Amplify Intelligence Pty Ltd to provide security feedback to the, pursuant to the Contract.

Business Day

A day which is not Saturday, Sunday or a public holiday in Australia.

Cancellation Charges

The charges (if any) set out in the Price List payable by Customer to Amplify Intelligence Pty Ltd as a result of cancelling the Contract during the Contract Term.

Change of Control

Any material change in the exercise, control or holding of the voting shares in Customer of any holding company of Customer (otherwise than solely for the purposes of a group re-organisation of a solvent group).

Charges

The Installation Charges, the Recurring Charges, the Usage Charges, the Ancillary Charges and the Cancellation Charges.

Confidential Information

All business and trade secrets, methods of doing business, customer lists, tariffs and pricing information and all other confidential information and material disclosed by or obtained from the other Party in connection with the Contract.

Connection

The connection of the Product to the Customer Network and “Connected” will be construed accordingly.

Connection Date

The date Amplify Intelligence Pty Ltd notifies Customer a Product will be ready for use by Customer or, where a Connection will be connected to the Customer Network or if earlier the date upon which Customer first uses the Product or Connection.

Contract

Product Order and any terms set out in it, which has been accepted by Amplify Intelligence Pty Ltd in accordance with Clause 2.2, incorporating these Customer Terms.

Contract Term

The period commencing on the date of the Contract and expiring after the period from the Connection Date specified in the Product Order.

Controller

As defined in the Data Protection & Privacy Legislation.

Credit Limit

A monthly financial limit on the Charges which may be incurred under the Contract.

Customer Equipment

Any equipment, apparatus, software, systems and cabling provided by Customer and used to access the Products.

Customer Terms

These terms and conditions.

Data Protection & Privacy Legislation

GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to GDPR or the Data Protection Act 1998 in the UK or The Privacy Act 1988 (Privacy Act) Australia.

Data Subject

As defined in the Data Protection Legislation.

End User

Any person authorised by Customer to use the Product.

Force Majeure Event

Any circumstances beyond a Party’s reasonable control including acts of God, theft, war or riot, civil disobedience, national emergency, strikes and other labour disputes (other than concerning the Party affected by the Force Majeure Event), fire,flood, act of terrorism, power failures, non-availability of any third party communication services, or the internet or breakdown of any equipment not supplied under a Contract and acts of government or other competent authority.

GDPR

The General Data Protection Regulation ((EU) 2016/679).

Incident

An unplanned interruption or a reduction in the quality of a Product.

Installation Charges

The charges incurred as a result of or arising from the installation of the Product by Amplify Intelligence Pty Ltd at the Site.

Intellectual Property Rights

Patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of,and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Legislation

Any legislation, authorisations, permissions, rules, regulations, codes of practice, orders and guidelines relating to the provision, marketing or use of the Products, including any directives or other requirements issued by any regulator from time to time.

Losses

Liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses).

Maintenance

Proactive maintenance of a Product to minimise Incidents.

Maintenance Window

The hours of 00:00 and 06:00, seven days a week.

Office Hours

9.00am-5.30pm on any Business Day.

Party

Amplify Intelligence Pty Ltd or Customer and together the “Parties”.

Personal Data

As defined in the Data Protection Legislation.

Personal Data Annex

The section of these Customer Terms headed “Personal Data Annex” and which may be updated by Amplify Intelligence Pty Ltd byposting an update at https://www.amplifyinteligence.com/legal/processing-particulars.

Personal Data Breach

Unauthorised or unlawful Processing of Personal Data or accidental loss or destruction of, or damage to, Personal Data.

Price List

The price list of Charges for the Product available on Amplify Intelligence Pty Ltd Website, and as such are periodically updated and made available to Customer from time to time.

Processing

As defined in the Data Protection Legislation and the word “Process” shall be construed accordingly.

Processor

As defined in the Data Protection Legislation.

Product

Any service, package of services and Amplify Intelligence Pty Ltd Equipment, provided by Amplify Intelligence Pty Ltd to Customer pursuant to the Contract and “Products” will be construed accordingly.

Product Order

Each proper request for a Product made pursuant to these Customer Terms.

Recurring Charges

The regular charges for a Product that are incurred periodically in the same amount, such as network monitoring.

Site

Any premises, not owned or controlled by Amplify Intelligence Pty Ltd, at which the Product is to be provided.

Small Business Customer

A Customer who is neither a communications provider nor a person for which more than ten individuals work (whether as employees, volunteers or otherwise).

brAIn-box network monitoring and vulnerability scanning Product

The services provided by Amplify Intelligence Pty Ltd to enable Amplify Intelligence Pty Ltd to provide security feedback to the, pursuant to the Contract.

Third Party Operator

The operator of any electronic communications network or provider of any electronic communications services over which or through Amplify Intelligence Pty Ltd may provide Products.

Third-Party Processor List

A list of the Third-Party Processors, which is available at https:/www.amplifyintelligence.com/legal/third-party-processor-list/.

Third-Party Processors

Amplify Intelligence Pty Ltd’ third-party processors, who may Process Personal Data outside of the European Economic Area, as detailed on the Third-Party Processor List.

Transmission Speed

The rate either in Kbps or Mbps that data is transferred through the Amplify Intelligence Pty Ltd Equipment and the Service.

Usage Charges

The charges that are incurred based on use of the Product, such as vulnerability scanning charges. This covers all charges incurred including where the Product is used without Customer’s knowledge, consent or otherwise.

Accordion Content

Scope of Processing

Amplify Intelligence Processes Personal Data to enable it to provide, manage, enhance, review and service the Products and to discharge any legal obligations imposed upon it.

Nature and Purpose of Processing

Amplify Intelligence Processes the Personal Data to: (a) make informed decisions about End Users and the Products; (b) perform day to day management of accounts and Products; (c) record consent, e.g. in relation to marketing preferences or disability or medical conditions, to make its Products more accessible, to provide information in alternative formats and to ensure marketing materials are issued in line with preferences; (d) provide, maintain and bill the Products; (e) provide access to online platforms; (f) meet its legal and regulatory obligations and to comply with orders of the court or other bodies having lawful jurisdiction; (g) authenticate End Users on the Amplify Intelligence Service; (h) identify, manage and resolve Incidents; (i) assess and report on the credit-worthiness of customers or potential customers; (j) take any other action to the extent necessary to discharge an obligation pursuant to the Contract; and (k) receive, manage and resolve requests, queries, complaints and claims.

Categories of Personal Data

The Personal Data Processed shall concern the following categories of Personal Data only: (a) account data e.g. caller line identification/telephone numbers, account number, device ID, IP address, service history and usage data; (b) personal data e.g. name, title, date of birth, address and brAIn-box device ID; (c) financial data e.g. credit or debit card details and bank details; (d) interaction history and connection data e.g. authentication logs, online alias and service performance data; (e) company data where this identifies a Data Subject e.g. company name and company registered number; (f) contact information e.g. email address; (g) social media details e.g. profile IDs and handles; (h) identification related data e.g. passport and driving licence; (i) professional life data e.g. job title and employer; (j) Product information e.g. network monitoring logs, Customer device vulnerability scan reports; and (k) special categories of Personal Data e.g. data relating to physical or mental health and biometric data for voice recognition software or the implementation of security measures.

Categories of Data Subject

The Personal Data Processed shall concern the following categories of Data Subjects only: (a) officers and staff of Customer, including employees, consultants, volunteers, agents, temporary workers, casual workers and other individuals authorised to act on behalf of Customer; and (b) Ends Users or their authorised representatives.

Duration of Processing

Amplify Intelligence shall Process Personal Data for no longer than is necessary for the purposes for which it is Processed.