Partner Terms & Conditions

1. Safeguards

• Both CyberCert and Partner must maintain commercially reasonable physical, electronic, and procedural controls and safeguards to protect any information received pursuant to the Agreement from unwarranted disclosure. These controls include, but are not limited to, the use of Multi-Factor-Authentication (MFA) on systems wherever available, and the maintenance of appropriate safeguards to restrict access to the information received by its employees, agents or service providers who need such information to carry out the purposes for which this information was disclosed.

2. Term and Termination

• The Agreement is effective from the Commencement Date and shall remain in effect for a period of 12 months, unless terminated earlier in accordance with the terms of the Agreement (“Term”). Thereafter, the Agreement will continue on a month-to-month arrangement until either party gives notice to terminate, in which case, it will terminate 30 days after such notice is given.
• Either Party may terminate the Agreement at any time without cause by giving written notice termination to the other party, in which case, it will terminate 60 days after such notice is given.
• Either party may terminate the Agreement immediately if the other party is in material breach of any terms of the Agreement and fails to cure the breach within 14 days from the date of notice issued by the non-defaulting party.

3. Confidential Information

• Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party.
• Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of the Agreement.
• Notwithstanding the foregoing, a party may disclose Confidential Information of the other party i) to its legal advisors, accountants, auditors on a confidential need-to-know basis; ii) to its employees and contractors on a confidential need-to-know basis; iii) in enforcing the Agreement or in a proceeding arising out of or in connection with the Agreement; or iv) to the extent required by law or pursuant to a binding order of a government agency or court.
• “Confidential Information” means all non-public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into the Agreement.
• Confidential Information does not include information which party can demonstrate by written records was: i) already known to that party; ii) received by that party from a third party not under a duty of confidence; or iii) independently developed by that party by people who did not have access to the Confidential Information of the other party.

4. Intellectual Property (IP)

• Partner may only use CyberCert’s trademarks, brands and trade names as approved by CyberCert and in accordance with CyberCert’s brand guidelines provided by CyberCert.
• All use of CyberCert’s trademarks, brands and trade names is for the benefit of CyberCert and the goodwill arising therein is CyberCert’s goodwill.
• No intellectual property of CyberCert is assigned or transferred to Partner.
• No pre-existing intellectual property of Partner is assigned or transferred to CyberCert.
• Partner gives CyberCert the right to refer to Partner as a partner of CyberCert and to use the Partner’s name and logo on CyberCert’s website and marketing materials. CyberCert will comply with all reasonable directions of Partner when doing so.

5. Indemnity

• CyberCert indemnifies and holds harmless Partner, and its directors and employees, against any loss, damage, suits, proceedings, liens, penalties, and liabilities, award, or expense (including reasonable legal fees) involving a claim in any way related to (a) infringement of third-party intellectual property rights by CyberCert; or (b) fraud or willful misconduct by CyberCert; or (c) a breach of the terms of the Agreement by CyberCert; or (d) any claim made by a Recipient or third party with respect to the Products supplied by CyberCert to the Recipient or third party.
• Partner indemnifies and holds harmless CyberCert, and its directors and employees, against any loss, damage, suits, proceedings, liens, penalties and liabilities, award or expense (including reasonable legal fees) involving a claim in any way related to (a) infringement of third party intellectual property rights by Partner; or (b) fraud or willful misconduct by Partner; or (c) any statement made by Partner that has not been authorized or approved by CyberCert.
• In respect of this indemnity, the indemnified party must notify the other party of a claim as soon as practical, keep the other informed of all material aspects of the claim of which the indemnified party is aware, and follow all reasonable directions of the other party relating to the claim. The indemnified party must not settle or compromise the claim or take any steps in relation to the claim that may prejudice the other party in any way without prior consent. The indemnified party must, at the other party’s cost, provide all cooperation and assistance reasonably requested by the other party in defending or otherwise addressing any claim. If the other party requests, other party will conduct the defense of the claim at its expense.
• The provisions of these indemnities survive the termination of the Agreement.

6. Amendments

• No amendment, change, or modification of the Agreement will be valid unless in writing and signed by both parties.

7. Assignment

• Partner must not assign or novate, directly or indirectly, any of its rights or obligations under the Agreement without the prior written consent of CyberCert.
• Nothing in the Agreement is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise.

8. Notices

• Any notice or other communication provided for herein or given hereunder to either party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) or email to the addresses provided between parties.

9. Dispute Resolution

• If a dispute arises out of or in relation to the Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. In the event that the parties are unable to resolve the dispute within seven days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the Managing Director, Chief Executive or Chief Operating Officer (Senior Executive) of that party.
• Nothing in this clause prevents a party from seeking urgent injunctive relief before an appropriate court.

10. Governing Law

• The Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of the State of Queensland, Australia. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of the Federal and State courts within the State of Queensland and waives any right to object to the venue on any grounds.

11. Force Majeure

• Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under the Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, the Agreement will continue and remain in effect but the Affected Party will not be in breach of the Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations.
• The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavors to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.
• If a delay or failure by any party to perform its obligations due to Force Majeure Event exceeds 60 days, either party may immediately terminate the Agreement on providing notice in writing to other party.

12. General

• The Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings both written and oral, among the Parties with respect to the subject matter hereof.
• No failure to exercise or delay in exercising any right, power or remedy under the Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power, or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
• The rights, powers and remedies provided to a party in the Agreement are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or any other agreement.
• Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of the Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
• Any claim for breach of contract or breach of warranty must be notified to the other party within 180 days of the breach occurring, and any lawsuit relating to such breach must be filed within 1 year of the breach occurring.
• Each party must bear its own costs arising out of the negotiation, preparation, and execution of the Agreement.
• The Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.
• The following clauses of these Terms & Conditions survive termination or expiry of the Agreement: this clause 12 as well as clauses 5,6,7, 9,10 and 11.

The following Schedule contains the key details, deliverables, benefits, and conditions of the Partner Agreement.

The following Product Price List is for the CyberCert cybersecurity certifications as described in Schedule 1 – D Eligible Products.