CSO Group General Terms & Conditions

Enquiries: [email protected] | August 2025

1. Services

1.1 Provision of the Services

(a) These general terms and conditions apply to:

(i) any Proposal or Quote that is submitted by CSO Group Pty Ltd (CSO Group) to, and accepted by, the Customer; or
(ii) any Scope of Work (SOW) that incorporates these general terms and conditions.

(b) Together, the Proposal, Quote or SOW (as applicable), with these terms and conditions are the Agreement.

(d) Any acceptance and delivery of the Services will only be in accordance with the terms of these general terms and conditions. No other agreement or terms and conditions contained in any other Customer document will apply or be incorporated into the Agreement.

(e) The Customer acknowledges and agrees that the Services may be performed and invoiced by CSO Group.

(f) When performing any Services, CSO Group agrees to:

(i) comply with all reasonable directions of the Customer and all applicable Laws in performance of its obligations;

(ii) comply with all reasonable health and safety policies of the Customer if attending the Customer’s site, as provided to CSO Group prior to commencing the on-site work; and
(iii) use reasonable endeavours to have any specific Personnel identified in the Proposal, Quote or SOW available to perform the Services and will provide the Customer with reasonable notice if it intends to replace such Personnel.

(g) The Customer agrees to facilitate CSO Group’s supply of any Services or Products, at no cost to CSO Group, including:

(i) providing CSO Group with safe and timely access to, and authorisation to use, the Customer’s systems, personnel, facilities, site and utilities, as defined in the Proposal, Quote or SOW, or as otherwise agreed in writing, as reasonably require;
(ii) providing CSO Group with any and all requested information relevant to the provision of the Services in an accurate and timely manner;
(iii) ensuring the Customer’s systems are virus free and backed-up prior to and during the performance of the Services; and
(iv) complying with all reasonable requests or directions of CSO Group, to the extent required for the provision of the Services.

(h) If the Customer fails to facilitate or provide any of the Services in accordance with the Agreement as a result of the Customer’s failure to facilitate CSO Group’s supply in accordance with clauses 1.1(g)(i)to 1.1(g)(iv) above, CSO Group will not be in breach of clause 1.1(c) to the extent of the Customer’s failure.

(i) The Customer acknowledges and accepts that, due to the nature of some of the Services, CSO Group’s proper performance of those Services may have an impact on the Customer’s Systems.

(j) CSO Group will use reasonable endeavours to minimise the impact on the Customer’s Systems.

1.2 Authorisation and access

(a) The Customer authorises CSO Group and it’s Personnel to access and use the Customer’s networks and Systems as reasonably required to provide the Services, provided that CSO Group and its Personnel must comply with the Customer’s policies, procedures and protocols with respect to the use of the Customer’s networks and systems.

1.3 Delays

(a) The Customer will be responsible for any delays caused or contributed to by the Customer, including any failure to provide information or access to any Customer premises or Systems necessary for any of the Services at least 5 Business Days prior to the commencement of the Services.

(b) The Customer agrees that it will pay CSO Group’s reasonable costs associated with any delay caused or contributed to by the Customer, not exceeding the total value of the Proposal, Quote or SOW.

(c) For the avoidance of doubt, this sub-clause 1.3 does not apply to matters referred to in sub-clause 6(e) or clause 20 (Force Majeure Event).

2. Term

(a) Unless otherwise terminated in accordance with clause 16, this Agreement commences on the earlier of:

(i) CSO Group providing the Services;
(ii) acceptance by CSO Group of a Customer purchase order request; or
(iii) as otherwise agreed in writing by the Parties,
and continues for the duration set out in the applicable Proposal, Quote or SOW (Term).

3. Products

3.1 Third party products and technology

(a) The Customer accepts that CSO Group may provide the Customer with software, Services or Deliverables that are, or include, software, services or other material which is owned by or is proprietary to a third party, including a third party vendor (Third Party Technology).

(b) The Customer agrees that:

(i) the Third Party Technology is provided by CSO Group on an “as is” basis;
(ii) it’s use or acceptance of the Third Party Technology is conditional on the Customer’s acceptance of the relevant third party’s terms and conditions, end user licence agreement, or terms of use (Third Party Licence Materials); and
(iii) title in any Third Party Technology remains at all times with the third party unless provided otherwise in the Third Party Licence Materials.

4. Privacy, Governance Risk and Compliance

(a) The Customer is responsible for ensuring the selection and use of the Products and/or Services satisfies all of the Customer’s legal, regulatory and compliance obligations.

(b) Unless expressly stated in a Proposal, Quote or SOW and agreed between the parties, CSO Group is not responsible for any of the Customer’s legal, regulatory or compliance obligations.

5. Sub-contractors

In the event CSO Group utilises sub-contractors, CSO Group agrees that it will be liable for the performance of obligations by its sub-contractors with respect to the Services stated in the Proposal, Quote or SOW.

6. Invoicing and Payment

(a) The Customer agrees to pay CSO Group for the provision of the Services and/or for the supply of any Products as detailed in a valid tax invoice issued by CSO Group.

(b) CSO Group will issue a valid tax invoice as set out in the applicable Proposal, Quote or SOW, or otherwise at the end of the month in which the Services are delivered, or in respect of the Products, upon acceptance of a purchase order for the Products.

(c) The Customer acknowledges and agrees that all dollar amounts quoted in the Proposal, Quote or SOW are exclusive of GST and that it must pay any GST that is payable in respect of any Taxable Supply made under the Agreement in addition to the dollar amount payable (exclusive of GST) for the Taxable Supply. GST is payable at the same time as the amount payable for the Taxable Supply to which it relates.

(d) The Customer must pay all invoices within 30 Calendar Days of the invoice date by electronic funds transfer to CSO Group’s Nominated Account.

(e) In the event the Customer fails to pay all invoices in accordance with this clause 6, CSO Group will, at its sole discretion, charge:

(i) interest on any amount outstanding for the period from 30 Calendar Days after the invoice date until payment is made in full, calculated in respect of each Calendar Day from the day after the amount was due and payable. The interest charge will be simple interest at a rate of 10% per annum; and/or
(ii) if applicable, any losses caused by a fluctuation of the exchange rate until full payment is made.

(f) The Customer must not set-off, counterclaim or deduct any amount from an amount owing to CSO Group unless it has notified CSO Group in writing of any disputed invoices within 5 Business Days of receipt of the invoice detailing the amount in dispute, and the reason for the dispute. For the avoidance of doubt, the Customer must pay CSO Group the portion of the invoiced amount(s) not in dispute on the due date for payment.

7. Intellectual Property

7.1 Provision of Services and/or Deliverables

(a) Subject to clauses 3.1 and 7.2, all intellectual property rights in the Deliverables, Services and any other material created by CSO Group in delivering the Services to the Customer remain the property of CSO Group.

(b) Subject to clause 3.1, CSO Group grants the Customer a non-exclusive, non-transferable, non-sub licensable, royalty free (excluding payment due pursuant to clause 6) licence to use the intellectual property rights in the Deliverables, Services and any other material created by CSO Group in delivering the Services, in Australia, for the sole and limited purpose of enjoying the benefit of the Services as detailed in the Proposal, Quote or SOW.

7.2 Background IP

Each Party retains all title and ownership in its own Background IP.

8. Warranties

(a) Each Party warrants:

(i) it has the power, capacity and authority to enter into and observe its obligations pursuant to this Agreement; and
(ii) this Agreement has been duly executed by that Party and is a legally binding and enforceable Agreement in accordance with the terms of this Agreement.

(b) To the extent permitted by law, CSO Group makes no warranty or representation, express or implied, in relation to the Services, Products or any Third Party hardware or software.

(i) the Services will be provided executing the appropriate degree of skill, care and diligence that would be exercised by a professional services provider of similar size in the same industry under similar circumstances; and
(ii) its Personnel are appropriately trained and experienced to provide the Services.

(d) Nothing in this Agreement excludes, restricts or modifies any condition, guarantee, right, warranty or remedy conferred on the parties by the Competition and Consumer Act 2010 (Cth) or any other Law that cannot be excluded, restricted or modified by agreement.

9. Liability

(a) Subject to any applicable third party licensor’s restrictions, CSO Group indemnifies the Customer for any direct Loss suffered by the Customer arising from any third party claim that the Customer’s use of the Deliverables or other materials provided to the Customer by CSO Group in the performance of its Services under an Agreement (other than third party hardware or software) infringes the rights, including intellectual property rights, of a third party.

(b) Notwithstanding (a) above, CSO Group will not be liable for any Loss caused or contributed to by:

(i) any modification of the Deliverables or materials provided by CSO Group;
(ii) use of the Deliverables or materials provided by CSO Group other than in strict accordance with any directions given by CSO Group or its Personnel operating in accordance with the Agreement;
(iii) the Customer’s breach or failure to comply with and Third Party Licence Materials; or
(iv) the Customer’s, including its Personnel’s, failure to take all reasonable steps to mitigate any Loss on becoming aware of any such third party intellectual property claims,
and is subject to:
(v) the Customer, and its Personnel, where relevant, permitting CSO Group to manage any relevant claim or action in the name of the Customer or its Personnel.

(c) CSO Group’s total aggregate liability to the Customer in respect of any and all Losses incurred by the Customer, whether for breach of contract, in tort or otherwise, arising out of or in connection with the carrying out of the Services, Deliverables or provision of Product(s) under this Agreement is strictly limited to the lesser of:

(i) the amount paid by the Customer to CSO Group under the relevant Proposal, Quote or SOW in the 12 months preceding the event which has given rise to the Loss; or
(ii) $100,000.

(d) CSO Group’s limit of liability in 9(c) above does not apply to the following Losses:

(i) personal injury or death of a party or person if caused by CSO Group;
(ii) damage to tangible property caused by CSO Group’s negligent act or omission;
(iii) breach of clause 10 by CSO Group; or
(iv) breach of clause 11 by CSO Group;

(e) Notwithstanding anything in this Agreement, CSO Group will not be liable under this Agreement for any indirect or consequential Loss that does not arise naturally (according to the usual course of things) from the event giving rise to the Loss, or any loss of profits, loss of production, loss of revenue, loss of business, loss of goodwill, damage to reputation, loss of opportunity, loss or corruption of data or wasted overheads.

10. Confidentiality

(a) Each Party agrees that where it, its Personnel, or its Related Bodies Corporate, receive Confidential Information (Recipient) of the other party (Disclosing Party), the Recipient must:

(i) use, handle, keep and store the Confidential Information in such a manner as will preserve its confidentiality and not use it except as reasonably necessary for the purposes of this Agreement;
(ii) hold the Confidential Information in strict confidence and not disclose it to any third party (subject to any authorised or legal requirement to do so, and subject to clause 10(b) below), except to a member of that party’s Personnel who needs such Confidential Information in order to perform his or her duties and provided that member has a legal or contractual obligation to maintain the confidentiality of the Confidential Information;
(iii) take all reasonable measures necessary to prevent any suspected or actual unauthorised use, copying or disclosure of the Confidential Information;
(iv) immediately notify the Disclosing Party in writing if the Recipient suspects that any Confidential Information may have been accessed by an unauthorised party;
(v) use, at a minimum, the same degree of care and diligence with respect to its obligations pursuant to this Agreement as it employs with respect to its own confidential or proprietary information, but in no event less than reasonable care and diligence; and
(vi) upon request by the Disclosing Party, or termination of this Agreement, promptly deliver to the Disclosing Party any Confidential Information in its possession, custody or control.

(b) Should the Recipient seek to make reference to, or disclose to a third party, any of the Confidential Information in any method, the Recipient will provide the Disclosing Party not less than 5 Business Days written notice identifying:

(i) the Confidential Information sought to be disclosed or made reference to; and
(ii) the proposed use of the Confidential Information.

(c) Nothing in this Agreement requires a party to return or destroy any information contained in systems, archives or backups which:

(i) cannot be practicably deleted;
(ii) must be retained as required by Law (including any accounting standard or rules of any stock exchange); or
(iii) is retained for sound corporate governance purposes.

(d) Unless otherwise agreed in writing by the Disclosing Party, the obligations of confidentiality in clause 10(a)(i) do not apply to the extent the Confidential Information:

(i) has been lawfully disclosed to the Recipient by a third party free from obligations of confidentiality; or
(ii) exists in the public domain (other than through a breach of this Agreement).

(e) The provisions of this clause 10 shall survive the termination of this Agreement.

11. Privacy

(a) All parties to this Agreement agree to comply with the Privacy Laws in relation to the provision and use of the Services.

(b) Where the Customer discloses Personal Information (Customer Personal information) to CSO Group, or permits CSO Group to collect, access or handle Customer Personal Information pursuant to this Agreement, the Customer must ensure it has obtained the requisite authorisations from individuals necessary under all applicable Privacy Laws.

(c) CSO Group will only collect, access, or otherwise use, disclose or handle Client Personal Information to the extent necessary in its performance of the Services pursuant to this Agreement.

12. Data Security

(a) CSO Group will take reasonable precautions within its own control to prevent any Security Breach of CSO Group’s Systems.

(b) If a Party reasonably believes a Security Breach, or suspected Security Beach has occurred, that Party shall, within 72 hours, notify the other of any Security Breach, or suspected Security Breach and provide reasonable assistance to the other in managing such Security Breach and/or handling any requests in relation to Personal Information.

13. Australian Consumer Law

(a) This clause only applies where the Customer is a Consumer pursuant to the Australian Consumer Law.

(b) Clause 9 does not apply to any liability of CSO Group for a failure to comply with a Consumer guarantee.

(c) CSO Group’s services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, the Customer is entitled to:

(i) cancel the Agreement with CSO Group; and
(ii) a refund for the unused portion of, or to compensate for, its reduced value.

14. Non-Solicitation

(a) During the Term and for a period of 12 months after completion of the Term, the Customer must not offer work to, solicit or induce for employment, employ or contract with any of CSO Group’s specific Personnel who are involved with the provision of the Services without first obtaining written consent from CSO Group (which may be withheld by CSO Group at its absolute discretion).

(b) This clause 14 does not apply to a bone fide publicly listed job advertisement by the Customer, its Related Bodies Corporate or a recruitment agency that is not specifically targeted to any officer, employee or contractor of CSO Group, or where a person has sought employment on that person’s own initiative without any direct or indirect solicitation by or on behalf of the Customer.

15. Modern Slavery

(a) CSO Group complies with the Modern Slavery Act 2018 (Cth).

(b) As at the date of entering into this Agreement, CSO Group:

(i) has no knowledge of any modern slavery offence currently occurring within its organisation or supply chains; and
(ii) takes reasonable commercial steps to identify the risk and prevention of modern slavery offences.

(c) If CSO Group becomes aware of any modern slavery offence within its organisation or supply chain that directly or adversely impacts the obligations in this Agreement, CSO Group will notify the Customer in writing.

16. Termination

(a) Either party may terminate this Agreement with immediate effect if the other party is:

(i) in material breach of the Agreement; and
(ii) the material breach is incapable of remedy; or
(iii) the material breach is remediable, but the defaulting party fails to remedy the breach within 10 Business Days of receiving written notice of the breach.

(b) Either party may terminate this Agreement with immediate effect if the other party is subject to:

(i) an Insolvency Event; or
(ii) a Force Majeure Event that continues for a period of at least 60 Calendar Days.

(i) CSO Group will immediately cease providing the Services, Deliverables and/or Products; and
(ii) the Customer must pay to CSO Group all outstanding amounts for the Services actually performed, or Products ordered by the Customer, or amounts that CSO Group has paid or owes to third parties in connection with this Agreement that it cannot reasonably cancel or avoid payment.

(d) Termination of this Agreement does not affect a liability or other obligation of a party which arose prior to termination, nor does it affect any damages or other remedies which a party may be entitled under this Agreement.

(e) The whole of this clause 16 is subject to clause 17 below.

17. Survival

The following clauses survive termination of this Agreement: clauses 8 (Warranties), 9 (Liability,) 10 (Confidentiality), 11 (Privacy) 12 (Data Security) 14 (Non-solicitation), and 16 (Termination).

18. Miscellaneous

(a) If any provision of this Agreement is deemed to be unenforceable, invalid or illegal, the interpretation is to be applied to reflect the intention of the parties as far as possible whilst not affecting the validity of the remainder of this agreement.

(b) Neither party may assign its rights under this Agreement without the other party’s written consent.

(c) Notwithstanding 18(b) above, CSO Group may assign its rights under this Agreement to a Related Body Corporate with notice.

(d) Unless otherwise provided, in the event of any inconsistency between the terms of this Agreement and the terms of an applicable Proposal, Quote or SOW, the following order of priority will apply:

(i) Firstly: any amendment agreed in writing between CSO Group and the Customer;
(ii) Secondly: the terms contained in the applicable Proposal, Quote or SOW;
(iii) Thirdly: any document annexed to, or incorporated into the Agreement; and
(iv) Fourthly: this Agreement.

(e) The Customer acknowledges and agrees that:

(i) Some or all of the Services may be provided by CSO Group and/or its Related Bodies Corporate; and
(ii) Customer data may be stored or accessed from locations outside of Australia for the purpose of CSO Group Personnel providing the Services from locations outside of Australia.

(f) The Customer agrees that if it procures any third party hardware or software through CSO Group, that CSO Group may be required to provide the relevant third party with certain Customer data to facilitate the supply of that hardware or software.

(g) This Agreement may only be amended or replaced with the written agreement of all parties.

19. Notices

19.1 Form

(a) Unless otherwise stated in this Agreement, all notices, consents, approvals, waivers and other communications (Notices) in connection with this Agreement must be in writing.

(b) If any Notice is sent via email, it must be sent, in the case of the Customer, to the email address for the Customer or its representative set out in the Proposal, Quote or SOW, and in the case of CSO Group, the CSO Group representative set out in the Proposal, Quote or SOW.

19.2 Method and time of receipt

(a) All Notices are deemed to be received:

(i) If by post within Australia, the earlier of:
(A) the date of receipt; or
(B) 3 Business Days after posting,
(ii) if by hand delivery, when it is delivered;
(iii) if by email, the earlier of:
(A) when the email is opened by the recipient;
(B) when a read receipt is received; or
(C) the next Business Day after the time at which it enters the recipient’s system (provided the sender does not receive a delivery failure or out-of-office message).

20. Force Majeure Event

(a) A party does not breach this Agreement and is not liable to the other party for a delay or failure to perform an obligation to the extent it results from a Force Majeure Event, provided the affected party gives the other party written Notice, as soon as practicable which:

(i) sets out the details of the Force Majeure Event;
(ii) identifies the nature and extent of the obligations affected by the Force Majeure Event;
(iii) advises the period of time during which the affected party estimates that it will not be able to perform, or will be delayed in performing, its obligations; and
(iv) provides details of the action that it has taken or proposes to take to remedy the situation.

(b) The affected party must:

(i) take all reasonable steps to avoid, remove or limit the effects of the Force Majeure Even on its performance of the suspended obligations as quickly as possible; and
(ii) promptly re-commence performing the suspended obligations as soon as reasonably practicable and notify the other party when this occurs.

21. Governing Law

This Agreement is governed by the laws of the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts of New South Wales.

22. Disputes

22.1 Dispute Notice

(a) Either party may give written Notice of a Dispute to the other party (Dispute Notice). A party giving a Dispute Notice must provide the details of the history and circumstances of the Dispute and the reason(s) why that party is disputing the issue.

(b) Upon receipt of a Dispute Notice, the receiving party must respond to the Dispute within 10 Business Days.

(c) If, at the expiration of 10 Business Days, the receiving party does not respond, or the Dispute is not resolved satisfactorily or otherwise settled, the Dispute may be submitted to the dispute resolution process described in clause 22.2 below.

22.2 Process

(a) Any Dispute relating to the subject-matter of this Agreement shall be dealt with in the following manner:

(i) the Dispute will be referred initially to the representative of each party who executed the Proposal, Quote or SOW (together, the Parties’ Representatives);
(ii) the Parties’ Representatives will attempt to settle the Dispute within 5 Business days of the referral;
(iii) if the Parties’ Representatives are unable to resolve the Dispute within those 5 Business Days, or other such period as is agreed between them, the Dispute will be referred to the partis’ respective senior management at a level deemed appropriate by each party given the nature of the Dispute; and
(iv) if the Dispute remains unsolved after a further 5 Business Days of the period referred to in clause 22.2(a)(iii), or other such period as is agreed, the parties will refer the Dispute to mediation by a single mediator in accordance with the procedure in 22.3 below.

22.3 Mediation

(a) The parties will agree on a mediator within 21 Calendar Days of the period referred to in clause 22.2(a)(iv) and agree to share the cost of the mediator on a 50/50 split. For the avoidance of doubt, the cost of the mediator will be those costs only and will not include each party’s own expenses including any legal fees, the preparation for, or attendance at the mediation or any other ancillary costs.

(b) If the parties cannot agree on a mediator within 21 Calendar Days, then the dispute will be referred to the Australian Disputes Centre (ADC). All mediation proceedings will be conducted in accordance with the ADC’s ADR Guidelines.

22.4 Parties to continue to perform

Notwithstanding the existence of a Dispute, each party must continue to perform all its obligations under this Agreement, unless otherwise agreed between the parties.

23. Counterpart

This Agreement may be signed in counterparts. If an electronic signature is used, it will have the same force and effect as a wet ink signature.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior conduct, arrangement, representation, agreement or understanding in relation to its subject matter.

25. Definitions and Interpretation

25.1 Definitions

All capitalised terms have either the meanings given to that term in the Proposal, Quote or SOW, the definitions in this clause 25.1 or as otherwise defined within this Agreement.

Agreement means these general terms and conditions, and the Proposal, Quote or SOW to which they are attached or referenced.

Australian Consumer Law means the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Background IP means a party’s intellectual property rights in any materials developed independently of, or prior to, the provision of the Services and/or Deliverables and includes any third party licenced intellectual property.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in the State or Territory where the Services are being provided (unless expressly stated otherwise in the Proposal, Quote or SOW).

Calendar Day means consecutive days, inclusive of Saturdays, Sundays, public holidays and bank holidays.

Customer means the customer who has requested the Services, Deliverables and/or Products to be performed by CSO Group.

Customer Data means the data owned or supplied by the Customer which is accessed by CSO Group (and/or any of its Related Bodies Corporate) or its sub-contractors in the course of performing the Services.

Confidential Information means any and all information (in any form or media) of a confidential nature that is made available directly or indirectly, and before, on or after the date of this Agreement, including financial, client, employee and supplier information, product specifications, policies, procedures, processes, statements, formulae, trade secrets, Customer Data, drawings and data which is not in the public domain (except in the event of a breach of confidentiality obligations arising under this Agreement).

Consumer has the same meaning as section 3 of the Australian Consumer Law.

Consumer Guarantee means a Consumer guarantee applicable to this Agreement under the Australian Consumer Law.

CSO Group means CSO Group Pty Ltd and any of its Related Bodies Corporate.

Deliverables means the materials, reports and other deliverables to be provided by CSO Group as particularised in the relevant Proposal, Quote or SOW.

Dispute means any dispute, controversy, difference or claim arising out of or in connection with this Agreement including any question concerning its formation, validity, interpretation, performance, breach and termination.

Dollar means a reference to the currency of Australia (AUD), unless expressly stated otherwise.

Force Majeure Event means a circumstance beyond the reasonable control of a Party that results in that Party being unable to perform an obligation on time and includes:

(i) natural events like fire, floor or earthquake;
(ii) a declared national emergency;
(iii) terrorist acts and acts of vandalism; or
(iv) war.

GST has the same meaning as in the GST Law.

GST Law means the law imposing or relating to a GST and includes the A New Tax System (Goods & Service Tax) Act 1999 (Cth) and any regulation pursuant to that Act.

Insolvency Event means:

(i) bankruptcy proceedings are commenced against the relevant party, or the relevant party is declared bankrupt;
(ii) any step is taken to appoint a receiver, receiver and manager, trustee in bankruptcy, liquidator, provisional liquidator, administrator or other like person to the relevant party or to the whole or any part of the relevant party’s assets or business;
(iii) if the relevant party is in a partnership, the partnership is dissolved or an application is made to dissolve the partnership; or
(iv) the relevant party is or becomes unable to pay its debts as and when they fall due or is presumed pursuant to section 95A of the Corporations Act 2001 (Cth) to be unable to pay its debts as they fall due;
(v) a relevant party has something having a substantially similar effect to any of the above mentioned events in (i)-(iv) in any jurisdiction outside of Australia.

Law means all laws including rules of common law, in-force legislation, regulations, subordinate legislation, proclamations, ordinances, by laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments and any awards which are applicable from time to time in the jurisdiction in which CSO Group or its Personnel perform their obligations pursuant to this Agreement.

Loss means any loss, cost, liability or damage including reasonable legal costs on a solicitor/client basis.

Nominated Account means CSO Group’s bank account details specified in the valid tax invoice provided to the Customer.

Personal Information has the meaning ascribed to that term by the Privacy Act 1988 (Cth).

Personnel means, in relation to a party, its employees, Related Bodies Corporate, Secondees, officers, agent, advisors and contractors.

Privacy Laws means the Privacy Act 1988 (Cth) and all other applicable privacy and data protection Laws as may be in force from time to time which regulate the collection, use, disclosure, storage, disposal and granting of access rights to Personal Information.

Privacy Policy means the CSO Group privacy policy, as amended from time to time, located here: Our Privacy Policy – CSO Group.

Product means any products or good supplied to the Customer pursuant to the Agreement.

Proposal means a proposal prepared by CSO Group for Services to be provided to the Customer by CSO Group that references or incorporates these general terms and conditions. [and which has been signed by both CSO Group and the Customer].

Quote means a quote prepared by CSO Group for Services to be provided to the Customer by CSO Group that references or incorporates these general terms and conditions.
Related Bodies Corporate has the same meaning as is defined in the Corporations Act 2001 (Cth).

Security Breach means any unauthorised access to, or alteration of data that a party is responsible for, or in control of.

Security Testing Services means penetration testing, red teaming, intrusion techniques, code reviews, security threats and risk assessments and any other security testing or assessment activities carried out for a Customer pursuant to a Proposal, Quote or SOW.

Services means the services to be provided by CSO Group to the Customer pursuant to the Proposal, Quote or SOW.

SOW (or Statement of Work) means a statement of work setting out the Services and/or products to be provided to the Customer by CSO Group and which has been signed by both CSO Group and the Customer.

Systems includes networks, software, applications, computers, servers, mobile devices, cloud services (including storage, software, platforms and infrastructure as a service), industrial control systems and any other IT systems or equipment.

Taxable Supply has the same meaning as provided for in the GST Law.

Term has the meaning as defined in clause 2.

Third Party Licence Materials has the meaning as defined in clause 3.1(b)(ii).

Third Party Technology has the meaning as defined in clause 3.1(a).

25.2 Interpretation

(b) In this Agreement, unless expressly stated otherwise:

(i) clause and sub-clause headings are for reference purposes only;
(ii) the singular includes the plural and vice versa;
(iii) words denoting any gender include all genders;
(iv) a reference to a person includes any other entity recognised by law and vice versa;
(v) where a word or phrase is defined, its other grammatical forms have the corresponding meaning;
(vi) any reference to a party in this Agreement includes its successors and/or permitted assigns;
(vii) any reference to any agreement or document includes that agreement or document as amended at any time, provided it was amended in writing with the consent of all parties to the agreement or document;
(viii) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it;
(ix) the expression “at any time” includes reference to the past, present and future time and performing any action from time to time;
(x) no provision of this Agreement shall be construed adversely to a party because that party was responsible for the preparation of this Agreement or the provision;
(xi) a reference to any legislation includes all delegated legislation made under it and any amendments, consolidations, replacements, or re-enactments of any of them; and
(xii) an agreement, representation or warranty by two or more persons binds them jointly and severally and is for the benefit of them jointly and severally.