This document defines the standard terms and conditions of the Services provided by Rezilens. Any reference to Rezilens is a reference to Rezilens and its partners, employees, and related entities. In this document, “Client” means the client that is receiving the Services from Rezilens, its employees, and related entities
- Rezilens shall provide the Services being purchased by the Client (the “Services”) and shall use all reasonable commercial efforts to provide the Services in an efficient and timely manner.
- The Services provided by Rezilens are in exchange for the service fees charged to the client. If for any reason, Rezilens is unable to collect these fees, it reserves the right not to provide the Services.
- Rezilens shall not be liable for any failure or delay in performance to the extent said failures or delays are caused by conditions beyond its control such as acts of God, wars, insurrections, government restrictions, and/or any other cause beyond the reasonable control of the party whose performance is affected.
- The Client is responsible for determining whether the Services and the information or recommendations provided by Rezilens satisfy internal, legal, regulatory, or contractual requirements applicable to the Client. The Client acknowledges and agrees that it is responsible for all management decisions relating to the Services.
- Client shall ensure the accuracy and completeness of all data it provides to Rezilens, and that it has the authority to disclose this information.
- Once the Client has paid Rezilens in full for the provided Services, it shall own a perpetual, non-transferable license to use the deliverables of this project for purposes of its internal business. Rezilens retains all other rights in the deliverables, including the related intellectual property rights including but not limited to technical information, copyrights, assessment tools and its related improvements, and software developed by Rezilens during the rendering of the Services.
- The Client shall indemnify Rezilens from and against any and all claims made by any third party that may have relied upon any assessment or report provided by Rezilens.
- The Client and Rezilens shall protect each other’s confidential information in the same manner as they protect their own confidential information. Rezilens commits to not using the data provided by the Client for any purposes other than the performance of the agreed upon Services. Furthermore, Rezilens commits to not sharing the confidential data of the Client with any third parties, unless required by law. The Client shall not provide the assessments, questionnaires, reports, tools, or any other materials provided by Rezilens to any third parties for the purpose of providing cybersecurity assessments, cyber posture assessments, or similar services, unless it has received an express written permission from Rezilens. For further clarity, the Services offered by Rezilens to Client are not for resale to third parties, unless a separate partnership agreement between Rezilens and Client permits such use.
- Rezilens's work and related findings and recommendations are limited to the specific scope and areas covered in the description of the Services being purchased by the Client (as available on the Rezilens website) and are not intended to identify all cybersecurity weaknesses, threats, and vulnerabilities within the Client’s operations.
- Client shall indemnify and hold Rezilens, as well as its employees, officers, directors, contractors, agents and similar persons, harmless from and against any damage or expense relating to bodily injury or death of any person or damage to property incurred while Rezilens is performing its Services to the extent caused by the acts or omissions of Client, its personnel or agents, and Client will reimburse Rezilens for all expenses (including attorneys' fees and costs) as incurred by Rezilens in connection with any such claim.
- Client agrees to indemnify, defend and hold harmless Rezilens and its affiliates, and their directors, officers, employees, agents, successors and assigns from and against all liabilities, losses, damages and costs (including reasonable attorneys’ fees) (collectively, “Losses”) it may suffer as the result of Third Party claims, demands, actions, suits or judgments against it resulting from or arising out of: (a) the negligence, recklessness or willful misconduct on the part of the Client; (b) the failure by the Client to comply with applicable Laws in connection with the exercise of any of its rights or the performance of any of its obligations hereunder; and/or (c) any breach of this Agreement by the Client. The foregoing indemnification obligation shall not apply to Losses to the extent resulting from or arising out of: (i) the gross negligence, recklessness or willful misconduct on the part of Rezilens; (ii) the failure by Rezilens to comply with applicable Laws; (iii) any breach of this Agreement by Rezilens.
- This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of Queensland.
- Rezilens will make every possible effort to ensure its Services will be performed in a good and workmanlike manner but cannot provide a warranty on the Services. If Client is unable to complete the purchased Services due to a technical issue in the tools provided by Rezilens, Rezilens shall remedy the technical issue as quickly as possible. If the technical problems prohibiting the completion of the Services persist for more than 30 days after receiving a written notification from Client, Rezilens shall refund the received Service fees to the Client. Rezilens shall not be liable for any compensations exceeding the fees received for the uncompleted Services.
- If any provision of this Agreement is or becomes illegal or unenforceable, it is to be considered separate and severable from this Agreement and the remaining provisions of this Agreement remain in force and are binding upon the Parties as if the offending provision had never been included.
- To the fullest extent permitted by law, and notwithstanding any other provision contained in this Agreement, the total liability, in the aggregate, of Rezilens and Rezilens's officers, directors, employees, consultants, contractors, agents, and similar persons, and any of them, to the Client and anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages of any nature whatsoever arising out of, resulting from or in any way related to the engagements, work or Services described herein or this Agreement from any cause or causes, including without limitation the negligence, professional errors or omissions, strict liability, breach of contract, express or implied, of Rezilens or Rezilens's officers, directors, employees, consultants, contractors, agents and similar persons, or any of them, shall not exceed the total compensation or fees received by Rezilens for the Services rendered, and in no event shall Rezilens or its related Parties, be liable for any exemplary, incidental, indirect, special or consequential damages of any kind arising out of this Agreement, the Services or any work provided by Rezilens, including without limitation any loss of profit, loss of use, loss of revenue or other loss.