Terms and Conditions

1. Definitions & Interpretation

1.2 Interpretation

(a) "Including" means "including without limitation."
(b) Reference to "days" means calendar days unless specified as Business Days.
(c) Singular includes plural and vice versa.
(d) Headings are for convenience only and do not affect interpretation.

2. Services & Engagement

2.1 Services Scope
Services are EXCLUSIVELY defined in mutually executed SOWs. No work outside a SOW is authorized or billable without separate written agreement.

2.2 Professional Standards
Company will perform Services with skill and care consistent with generally accepted cybersecurity industry standards. NO GUARANTEES OF COMPLETE SECURITY ARE PROVIDED.

2.3 Inherent Risks Acknowledgement
Client expressly acknowledges that cybersecurity services involve inherent risks including but not limited to:

• System instability, crashes, or failures
• Data corruption, loss, or destruction
• Service disruption or downtime
• Unintended consequences of security testing
• False positives/negatives in findings

2.4 No Warranties of Results
Services are provided for risk reduction, NOT risk elimination. Company makes NO WARRANTY that Services will prevent all security incidents.

3. Client Responsibilities

3.1 Mandatory Pre-Service Requirements
BEFORE ANY SERVICES COMMENCE, Client MUST:

1. Perform complete, verified backups of ALL in-scope systems and data
2. Test backup restoration on isolated systems
3. Maintain off-site backup copies
4. Document disaster recovery procedures
5. Obtain ALL necessary authorizations and consents
6. Designate 24/7 emergency technical contacts

4. Cloud-Specific Responsibilities & Absolute Disclaimers

4.1 Cloud Shared Responsibility Model
CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES:

Irrevocable Acknowledgement: "We understand that using cybersecurity services in cloud environments does NOT transfer, share, or reduce our cloud data backup and preservation responsibilities. We remain solely responsible for all cloud data backup, retention, and recovery."

4.2 Client's Cloud-Specific Obligations
CLIENT IS SOLELY RESPONSIBLE FOR:

• Implementing and maintaining comprehensive cloud data backup strategies
• Regular automated backups of ALL cloud-stored data
• Cross-region and cross-account backups where available
• Backup verification and restoration testing

5. Fees & Payment

5.1 Fees
All Fees are as specified in SOWs. Expenses billed at cost plus 15% administrative fee.

5.2 Payment Terms
(a) Invoices due upon receipt (NET 0)
(b) Late payments incur 2% monthly interest or maximum allowed by Fijian law
(c) Past due accounts may be suspended without notice
(d) ALL FEES ARE NON-REFUNDABLE

6. Intellectual Property

6.1 Company IP
Company retains ALL rights to pre-existing and developed IP, methodologies, tools, and know-how.

6.2 Limited License
Upon full payment, Company grants Client limited license to use Deliverables for internal business purposes only.

7. Confidentiality

7.1 Protection
Each party will use reasonable care to protect the other's Confidential Information.

7.3 Return/Destruction
Upon termination, each party will return or destroy Confidential Information upon request.

8. Data Protection & Privacy (Fiji Compliance)

8.1 Fiji Privacy Law Compliance
This Agreement is subject to the Privacy Act 2021 of Fiji and the constitutional right to privacy under Section 24 of the Fijian Constitution (2013). Both parties agree to comply with applicable data protection principles.

8.2 Cybercrime Act 2021 Context
Client acknowledges that the Cybercrime Act 2021 of Fiji defines "computer data" broadly and establishes offenses related to unauthorized access and misuse.

8.3 Client's Primary Responsibility
Client warrants that it has the legal authority to disclose any personal data to Company for the purposes of the Services. Client bears sole liability for any claims arising from its failure to comply with Fijian data protection laws.

9. Representations & Warranties

10. Limitation of Liability

11. Indemnification

11.1 Client's Indemnity
Client shall defend, indemnify, and hold harmless Company from ALL claims arising from:

• Client's breach of this Agreement
• Client's use of Services
• ANY claim related to Client Data
• ANY unauthorized testing

12. Term & Termination

12.1 Term
Agreement begins on Effective Date and continues until terminated.

12.2 Termination
Either party may terminate for material breach if not cured within 7 days.

12.3 Immediate Suspension
Company may immediately suspend Services without notice for payment failure, security breaches, or suspected illegal activity.

13. Dispute Resolution & Governing Law (Fiji)

13.4 MANDATORY BINDING ARBITRATION (FIJI)
ANY DISPUTE NOT RESOLVED INFORMALLY SHALL BE FINALLY SETTLED BY BINDING ARBITRATION IN FIJI, administered in accordance with the Arbitration Act of Fiji.

13.5 Class Action Waiver
CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS.

14. General Provisions

14.1 Compliance with Fijian Law
This Agreement is subject to the mandatory laws of Fiji, including the Privacy Act 2021, the Cybercrime Act 2021, and the Online Safety Act.

14.2 Severability
If any provision is held invalid under Fijian law, the remaining provisions remain in full force.

15. Acknowledgment of Terms

15.1 Understanding of Risks
Client acknowledges it has read and understands ALL risks, including cloud-specific risks.

15.2 Voluntary Assumption
Client voluntarily assumes ALL risks and waives ANY claims for damages.

15.3 Legal Review Opportunity
Client acknowledges opportunity to consult legal counsel.