Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and InspireCyberand govern your access to and use of our websites, applications, products, and services (collectively, the "Services"). The entity you are contracting with is Newframe Group Pty Ltd (ABN 77 625 015 983) ("we," "us," or "our").

By accessing or using the Services, clicking to accept, or signing an order that references these Terms, you agree to these Terms. If you do not agree, do not access or use the Services. If a separate written agreement between you and us covers the Services, that agreement prevails over these Terms to the extent of any conflict.

1. Eligibility and authority

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms, and "you" refers to that organisation. The Services are intended for business and professional use.

2. Definitions

• "Customer Data" means data, content, and materials that you or your authorised users submit to or generate through the Services.
• "Order" means an online sign-up, order form, or subscription plan that describes the Services, fees, and term.
• "Authorised users" means the individuals you permit to use the Services under your account.

3. Accounts and registration

To use certain features you must create an account. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your credentials, for all activity under your account, and for your authorised users' compliance with these Terms. Notify us promptly at support@inspirecyber.com of any unauthorised use or suspected security breach.

4. The Services and licence to use them

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term for your internal business purposes. We may update, improve, or modify the Services from time to time. We will not materially reduce the core functionality of a paid subscription during your then-current term without notice.

5. Subscriptions, fees, and payment

• Fees. Fees are described at sign-up or in your Order. Unless stated otherwise, fees are non-refundable except as required by law (including the Australian Consumer Law) or as expressly set out in these Terms.
• Billing and authorisation. You authorise us and our payment processors to charge your payment method for all fees when due, including on a recurring basis for subscriptions.
• Automatic renewal. Subscriptions renew automatically for successive periods equal to your prior term unless you cancel before the end of the current period. You can cancel renewal in your account settings or by contacting us.
• Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, including GST and sales/use taxes, except taxes on our income.
• Price changes. We may change fees for future terms and will give you reasonable advance notice before a change takes effect.
• Late or failed payments. We may suspend the Services for non-payment after notice, and overdue amounts may accrue reasonable interest where permitted by law.
• Trials and beta features.We may offer trials or beta features "as is" and may modify or discontinue them at any time. Beta features may be subject to additional terms.

6. Customer Data and privacy

As between you and us, you retain all rights in your Customer Data. You grant us a worldwide, non-exclusive licence to host, copy, process, transmit, and display Customer Data to the extent necessary to provide, secure, and improve the Services and as otherwise permitted by these Terms. You are responsible for your Customer Data, for obtaining all necessary rights and consents, and for ensuring your use of the Services complies with applicable law.

Our handling of personal information is described in our Privacy Policy. Where we process personal information within Customer Data on your behalf, we do so as your processor under our Data Processing Addendum, which forms part of these Terms where it applies to you.

7. Acceptable use

You agree not to, and not to permit any authorised user to:

• use the Services in violation of any applicable law or regulation;
• upload or transmit unlawful, infringing, defamatory, or harmful material, or malware;
• infringe or misappropriate the intellectual property, privacy, or other rights of any person;
• attempt to gain unauthorised access to, probe, or disrupt the Services or related systems or networks;
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent this restriction is prohibited by law;
• copy, modify, distribute, sell, resell, or create derivative works of the Services except as expressly permitted;
• use the Services to build a competing product or to benchmark without our prior written consent;
• exceed plan limits, circumvent usage restrictions, or use automated means to access the Services in a manner that degrades performance; or
• remove or obscure any proprietary notices.

We may investigate suspected violations and may remove content or suspend access where we reasonably believe it is necessary to protect the Services, our users, or any person, or to comply with law.

8. Intellectual property

The Services, including all software, text, graphics, logos, documentation, and other materials we provide, and all intellectual property rights in them, are owned by us or our licensors and are protected by law. Except for the limited rights expressly granted in these Terms, no rights are transferred to you. All rights not expressly granted are reserved.

9. Feedback

If you give us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation or compensation to you.

10. Third-party services

The Services may interoperate with third-party products and services that we do not control. Your use of them is governed by their own terms, and we are not responsible for them. Enabling an integration may involve sharing data with the relevant third party at your direction.

11. Confidentiality

Each party may receive non-public information of the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to perform under these Terms and will protect it using at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

12. Suspension and termination

You may stop using the Services and cancel your subscription at any time as described in Section 5. We may suspend or terminate your access if you materially breach these Terms (and, where the breach is capable of cure, fail to cure it within a reasonable period after notice), if required by law, or if your use poses a security or legal risk. On termination, your right to use the Services ends. For a reasonable period after termination (except where you are in uncured material breach), you may export your Customer Data; after that, we may delete it in the ordinary course, subject to our legal obligations and backups. Provisions that by their nature should survive termination will survive.

13. Disclaimers

Except as expressly stated in these Terms and to the fullest extent permitted by law, the Services are provided on an "as is" and "as available" basis, and we disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that they will meet your requirements.

Our training, compliance, security, and framework content is provided for general informational purposes only and does not constitute legal, regulatory, or other professional advice. You are responsible for determining how it applies to your organisation and for obtaining your own professional advice.

14. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law ("ACL"), or any other law, that cannot lawfully be excluded, restricted, or modified ("Non-excludable Rights").

If the Services come with a guarantee that cannot be excluded under the ACL, and the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, then to the extent permitted by law our liability for a failure to comply with that guarantee is limited, at our option, to: (a) supplying the Services again; or (b) paying the cost of having the Services supplied again. The disclaimers and limitations in these Terms apply subject to, and do not limit, your Non-excludable Rights.

15. Limitation of liability

Subject to Section 14 and to the fullest extent permitted by law:

• neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or anticipated savings, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages; and
• each party's total aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees you paid or owed to us for the Services in the twelve (12) months immediately before the event giving rise to the liability, or one hundred US dollars (USD $100) if no fees were paid, whichever is greater.

These limitations do not apply to your payment obligations, a party's indemnification obligations, or liability that cannot be limited under applicable law (including your Non-excludable Rights).

16. Indemnification

You will defend, indemnify, and hold us and our affiliates and their personnel harmless from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your Customer Data, your use of the Services in breach of these Terms, or your violation of applicable law or the rights of a third party, except to the extent the claim arises from our breach of these Terms or our negligence.

17. Changes to the Services and these Terms

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new "Last updated" date or by notifying you within the Services or by email. Changes take effect when posted or on the date stated in the notice. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree to the changes, you must stop using the Services.

18. Compliance with trade laws

You represent that you are not located in, and will not use the Services in or for the benefit of, any country or person subject to applicable trade sanctions or export-control laws of Australia, the United States, or other relevant jurisdictions, and that you will comply with those laws and with applicable anti-bribery and anti-corruption laws.

19. Governing law and dispute resolution

These Terms are governed by the laws of New South Wales, Australia, and you and we submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply. Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute informally by contacting each other. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief, or limits any Non-excludable Rights or your right to bring proceedings in a court of competent jurisdiction where applicable law gives you that right.

20. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, internet or utility failures, and acts of government.

21. General

• Notices. We may provide notices to you within the Services or by email to your account address; you may send notices to us at the contact details below.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Entire agreement. These Terms, together with any Order, the Privacy Policy, and any applicable Data Processing Addendum, are the entire agreement between you and us regarding the Services and supersede prior agreements on that subject.
• Severability and waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver of it.
• No third-party beneficiaries. These Terms do not create rights for any person who is not a party, except our affiliates and personnel under Section 16.
• Relationship. The parties are independent contractors; these Terms do not create a partnership, agency, or employment relationship.

22. Contact us

Questions about these Terms? Contact us at support@inspirecyber.com for support, or sales@inspirecyber.com for sales and account enquiries.