The Client indemnifies the Service Provider against any claim made or threatened by a third party arising directly from:
(a) the Client’s breach of this Agreement;
(b) the Client’s negligent or unlawful acts or omissions; or
(c) the Client’s supply, installation, or use of unlicensed software or data that infringes third-party intellectual property rights.
This indemnity does not apply to the extent that any such claim arises from the Service Provider’s own negligence, breach of this Agreement, or unlawful conduct.
To the extent permitted by law, the Service Provider is not liable for any indirect, consequential, or incidental loss, or for any loss of profit, revenue, data, or business opportunity, however caused (including by negligence or the lawful termination of this Agreement), arising out of or in connection with this Agreement. This includes any such loss arising from the Service Provider’s exercise of its rights under clause 8.3 or from any suspension or cessation of Services in accordance with this Agreement.
Without limiting any other provision in this Agreement, the Service Provider is not liable for any data loss unless such loss is a direct result of the Service Provider’s breach of contract, gross negligence, or wilful misconduct.
The Service Provider does not hold any insurance or financial services licences and does not offer advice or services in relation to insurance, including cyber insurance. The Service Provider will not complete, certify, or submit insurance documentation on behalf of the Client. Any informal assistance provided is on a good-faith basis and must not be relied upon as professional advice. The Client is solely responsible for all insurance documentation and acknowledges that the Service Provider does not owe a duty of care in relation to such matters, except as required by law.
The Client acknowledges that the Service Provider’s ability to deliver secure and effective Services depends on the Client providing accurate, complete, and timely information about its systems, software, infrastructure, and third-party relationships. To the maximum extent permitted by law, the Service Provider excludes all liability for any loss or damage arising from or in connection with:
(a) the Client’s failure to disclose relevant information about its systems, software, or configuration;
(b) the Client’s refusal or delay in implementing the Service Provider’s written recommendations; or
(c) the Client’s use of or reliance on any system, configuration, or third-party service designated as "out of scope."
Any support or remediation undertaken in relation to such matters is provided at the Client’s risk and will be charged on a time-and-materials basis in accordance with clause 3.2.5.
The Client warrants that all information and documentation it provides to the Service Provider is accurate, complete, and not misleading or deceptive; that it will disclose all systems, devices, third-party providers, applications, and network configurations relevant to the delivery of Services; and that it has obtained all necessary consents, licences, and permissions required for the Service Provider to access, use, or manage the systems and data provided to it.
Nothing in clause 6 excludes, restricts, or modifies any right, remedy, guarantee, warranty or other term or condition that is implied or imposed by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded or limited.
Essential 8 Framework