Sydney
Suite 2, Lvl 4, 109 Pitt Street
Sydney NSW 2000 Australia
+61 (0) 2 9099 5700
Sydney NSW 2000 Australia
+61 (0) 2 9099 5700
London
145 Grosvenor Road
London SW1V 3JU, UK
London SW1V 3JU, UK
hello@apollosecure.com
1.1. We're committed to delivering the best service we can. We have put together the following terms and conditions (our Standard Terms) to provide transparency on how we will work with you.
1.2. These Standard Terms define the deliverables for Apollo Secure Pty Ltd (Apollo, us, we, our) and the delivery of our cybersecurity platform (the Product) and/or consulting services (the Services) to assist you in improving your security posture. By using the Product and/or Services, you hereby accept the Standard Terms outlined below.
1.3. If you have any questions, please email us at hello@apollosecure.com.
2.1. Apollo will provide the Products and/or Services, as set out in the proposal document provided to you (the Proposal). Services may be delivered to you remotely and/or at the site described in the Proposal.
2.2. If any Products are to be installed or any Services are to be provided at your site, you shall ensure that Apollo is given all reasonable access to the site during reasonable hours for the provision of the Products and/or Services and the site is suitably equipped and comply with all of Apollo's requirements necessary for the provision of the Products and/or Services. Apollo will take all reasonable precautions to prevent damage to your site, however, we shall not be responsible or liable for any damage caused while onsite.
2.3. The Proposal may contain qualitative and quantitative levels of performance (the Service Levels) for the Services. With respect to each Service which has an associated Service Level, Apollo shall provide such Services in a manner that meets the associated Service Level.
2.4. Unless expressly agreed to the contrary in the Proposal, dates and durations quoted in the Proposal are estimates that we will use commercially reasonable endeavours to meet, however, we shall not be responsible or liable for any delays in delivering the Products and/or Services.
2.5. Unless expressly agreed to the contrary in the Proposal, Services provided by Apollo do not include any project management responsibilities and as such Apollo shall not be responsible for managing the project or managing any Services associated with the project or for the ownership, delivery and/or quality of the project, including, without limitation, the outcome of the Services.
2.6. You shall have operational control over a consultant assigned to perform Services, in terms of managing the task, from the time of their arrival at your site until such consultant ceases working for you and in particular, but without limiting the generality of the foregoing, you shall manage the manner, time and place in which work shall be carried out. During such time, you shall take responsibility for all acts and omissions of the assigned resource.
3.1. A range of Pricings Plans are available for the Product and can be viewed on our pricing page. Pricing for Services will be provided in a Proposal.
4.1. By using the vulnerability scanning feature in the Apollo platform, you agree to the following terms:
a) You authorize the Apollo platform to conduct a vulnerability scan on your environment based on the provided URLs and related URLs.
b) You will only add target URLs to the scan jobs that you own and have authority to run vulnerability scans on.
c) The scope of the vulnerability scans is limited to public-facing web app and API testing.
d) The vulnerability scan will be conducted within certain limitations and the scans may not identify all vulnerabilities across your environment.
e) All reasonable measures will be taken to prevent any unauthorized access or damage to your environment, but Apollo is not liable for any damages or down-time whatsoever as a result of running a scan or related activities. It is therefore recommended to run vulnerability scans during a quiet window or scheduled downtime. You may also want to disable or limit notifications during the scan period to avoid excessive alerts.
f) Apollo agrees to keep all information related to the vulnerability scans and their results confidential.
g) You agree to comply with all applicable laws and regulations related to conducting a vulnerability scan.
h) You agree to indemnify and hold Apollo harmless from any claims or damages resulting from a vulnerability scan and your non-compliance with applicable laws and regulations related to the vulnerability scan.
i) Apollo will provide a vulnerability scan report after each completed scan and it is your responsibility to address any vulnerabilities discovered during the scan process.
5.1. Apollo will provide you with customer support on the following basis:
a) Business Hours email support for technical issues relating to the Product is available via support@apollosecure.com. Target response times are within 1 business day on a best effort basis.
b) If you have Premium Support included in your Pricing Plan, you will be able to contact our support team by email or phone for additional support relating to the Product or your cybersecurity compliance requirements for up to 4 hours per month.
6.1. Apollo may assist in helping you meet your cybersecurity compliance obligations (your Obligations) to a client, partner or auditor, by delivering a number of security controls within the Product and/or providing Services to you to implement other controls outside the Product to help meet your Obligations. This will be achieved across 3 categories of deliverables, defined as follows.
6.2. Apollo Controls
A number of key security controls are delivered within the Apollo platform (the Apollo Controls), including but not limited to:
a) Security Policies
b) Staff Awareness Training
c) Automated Vulnerability Scanning
d) Dark Web Monitoring
6.3. Recommended Controls
Additional controls such as 3rd party security tools (the Recommended Controls) are listed in the Apollo Controls Library which provides links to these controls and/or reference material on how to implement these controls. You are responsible for reviewing and implementing these items as required. These may include things such as:
a) 3rd Party Antivirus Software
b) 3rd Party Encryption Tools
c) 3rd Party Password Manager
6.4. Client Controls
Certain security controls are the responsibility of your IT and management teams (the Client Controls). You are responsible for implementing and managing these controls and providing the required information according to your Obligations. Apollo can provide oversight and help collate responses in these areas as part of any paid Services you may choose to engage us for.
6.5. Apollo will endevour to increase the chance of success for any security review process you may be undergoing, but we have no control over your input into the process or your auditor’s decision, so we therefore cannot guarantee the success of any security reviews or audits.
7.1. Apollo does not warrant that the Products or Services provided, if applicable, will operate uninterrupted or that they will be free from minor defects or errors that may affect such performance, or that the applications contained in any software are designed to meet all of your business requirements. To the extent that a problem is reported by you, you shall procure that it provides Apollo with sufficient test time and support to duplicate the problem, to verify that the problem is with Products provided by Apollo, and to confirm that the problem has been corrected. Provided you notifies Apollo in writing with a specific description of the Product's non-conformance within ninety (90) days after delivery of same and provided Apollo validates the existence of such nonconformance, Apollo will, at its option either:
a) repair or replace the non-conforming Product; or
b) refund the license fees paid for the applicable non-conforming Product in exchange for a return of such non-conforming Product. This is Client’s sole and exclusive remedy for any non-conforming Products provided.
8.1. Apollo's total liability to you in connection with these Standard Terms shall be limited to one of the following, at Apollo's option:
a) the supplying of the Product or Services again; or
b) the amount paid to Apollo by you for the delivery of the Product or Services to which the breach or breaches relate. If the term of the relevant engagement is longer than 6 months, then the total liability shall be limited to the amount paid in the 6 months prior to the date on which the breach occurred.
8.2. To the maximum extent permissible by law, in no event shall Apollo be liable to you for any incidental, consequential or indirect loss or damages, or any loss of opportunities, profits or revenues, loss, breach or corruption of data, cyber incident, any cost of cover, or any exemplary or punitive damages. Apollo does not exclude liability arising under the Australian Consumer Law which is prohibited from being excluded.
8.3. Both parties shall have a duty to mitigate any losses and damages that they may suffer.
9.1. Apollo shall be entitled, without prejudice to any other rights that it may have under these Standard Terms or in law, to immediately terminate an order, a Proposal or these Standard Terms, or claim immediate specific performance of all of your obligations, in either event without prejudice to its rights to claim damages, in the event of:
a) a failure by you to make payment when due of any amount due to Apollo under a Proposal, if such failure is not rectified within 14 days of receipt of written notice from us; or
b) a unilateral decision taken by you to postpone or terminate the Services or delivery of Product for reasons other than our failure to perform our obligations under these Standard Terms.
9.2. A party ("aggrieved party") shall be entitled to terminate these Standard Terms immediately on notice to the other party ("defaulting party") in the event of:
a) any compromise or attempt to compromise the debts owing by the defaulting party to its creditors generally;
b) an order placing the defaulting party under judicial management or business rescue proceedings, or for its final or provisional liquidation being granted, or the proposing of any resolution for voluntary winding-up, other than for reasons of a bona fide restructuring; or
c) a breach by the defaulting party of any other material provision of these Standard Terms or the applicable Proposal which is not remedied within 30 days of receipt of written notice from the aggrieved party requiring it to do so;
provided that such termination shall not prejudice or affect any right of action or remedy which has accrued to any party up to and including the date of termination.
9.3. Termination or cancellation of these Terms will not affect any rights or duties with respect to Confidential Information, Intellectual Property or payment of charges.
9.4. Each Proposal may be separately terminated in accordance with the provisions of this clause, and the provisions of this clause will apply, with the necessary changes, to the terminated Proposal/s.
10.1. Any disputes arising out of or in connection with these Standard Terms or a Proposal must first be attempted to be resolved between your senior representative and one appointed by us. If after a period of 14 days, attempts to resolve the dispute are unsuccessful then either party may refer the dispute for arbitration to the Australian Disputes Centre. Nothing in this clause shall preclude any party from seeking interim relief on an urgent basis in any court having jurisdiction.
11.1. Neither party shall during the term of any services and for 12 months thereafter without the other party's prior written consent, employ, canvass or solicit for direct or indirect employment any employee of the other party who has been involved in the provision of the Services or delivery of Products, which shall for these purposes include such party’s agents, consultants, contractors, sub-contractors and their respective personnel.
12.1. "Confidential Information" means all information relating to the disclosing party’s business and marketing plans and forecasts, pricing models, product and service catalogues, Intellectual Property, personal information, customer information and other non-public information marked as “confidential” or “proprietary”, or which should be reasonably understood by receiving party to be the confidential or proprietary information of the disclosing party. For the purposes of this clause, "disclosing party" means the party disclosing its Confidential Information to the receiving party, "receiving party" means the party receiving the Confidential Information, and "Intellectual Property" means
a) any right arising under any patent, copyright, trade mark, trade secret or other intellectual property law anywhere in the world;
b) all software, processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent applications, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items, and whether registered or not;
c) any other tangible or intangible items in which intellectual property rights may exist; and
d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing.
12.2. The parties acknowledge that, in performing their obligations in accordance with these Standard Terms, they may come into possession of Confidential Information and Intellectual Property relating to the other’s business or financial or other affairs that is not in the public domain.
12.3. For the duration of any Proposal and for 5 years after their expiration or termination, the receiving party shall not use, reproduce, or otherwise disclose to any third party, any Confidential Information of the disclosing party, without the disclosing party’s prior written consent. This restriction shall not apply in respect of disclosure to the receiving party’s employees, professional advisors, subcontractors, vendors, suppliers, and business process outsourcing service providers, who reasonably require such information for the performance of the receiving party’s obligations and responsibilities or enforcement of receiving party’s rights under or related to these Standard Terms or a Proposal, and who are bound by confidentiality provisions no less onerous than these. In addition, both parties agree to take commercially reasonable measures to protect all Confidential Information and to ensure that all Confidential Information is not disclosed, reproduced, distributed, or used in violation of the provisions of these Standard Terms (which measures shall be at least equal to that which the receiving party takes to protect its own similar proprietary or confidential information, and in no event less than measures meeting a reasonable standard of care).
12.4. Notwithstanding anything to the contrary, the obligations of both parties set forth in this clause shall not apply to the extent that any information:
a) is or becomes a part of the public domain through no wrongful act of the receiving party;
b) was in the receiving party’s possession free of any obligation of confidentiality at the time of the disclosing party’s communication thereof directly or indirectly to the receiving party; or
c) is developed by the receiving party completely independent from all of any Confidential Information.
12.5. A party may disclose Confidential Information of the other party to the extent that it is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing the disclosing party with advance written notice, if reasonably possible, such that the disclosing party is afforded an opportunity to contest the disclosure or seek an appropriate protective order.
12.6. Within 7 days following a written request by the disclosing party, the receiving party shall return all tangible forms of the Confidential Information to the disclosing party and shall delete or remove from its records all of the Confidential Information to the extent that it is lawfully able to do so.
12.7. Any Intellectual Property created prior to the effective date of the applicable services shall vest exclusively with the party or parties who created same.
12.8. These Terms do not transfer to the receiving party title to any Intellectual Property.
12.9. Any Intellectual Property derived, produced or developed by Apollo expressly and exclusively for you, as specifically recorded in a Proposal, shall vest in you, provided that Client has effected payment of the agreed charges in respect thereof to us. All Intellectual Property generally developed by us, whether in the provision of Services or otherwise, shall vest in us.
12.10 Nothing contained in these Standard Terms shall restrict our use of ideas, concepts, know-how, methods or techniques developed in relation to the Services.
13.1. Apollo shall remain responsible for the performance of its obligations under these Standard Terms by any of its sub-contractors.
13.2 Apollo may cede, assign, delegate or transfer any of its rights or obligations under these terms to any Apollo affiliate, without the prior written consent from you.
13.3 You may not subcontract, cede, assign, delegate or transfer any of its rights or obligations under these terms without the prior written consent of Apollo, which consent shall not be unreasonably withheld.
14.1 The parties choose as their address for receipt of all notices (legal or otherwise) under these Standard Terms the respective addresses contained in the Proposal.
14.2 Notices given in terms of these Standard Terms shall be delivered by hand or sent by email and shall be deemed to have been received on the date of delivery or transmission, as applicable, if same takes place during business hours, or if not, on the next business day.
14.3 Notwithstanding anything to the contrary in these Standard Terms, any notice or communication actually received by a party shall be adequate notice or communication.
15.1. Prices are quoted in Australian dollars and are exclusive of GST unless otherwise specified.
15.2. Apollo is free to use your company logo as a customer on our website and in other materials as well as any testimonials that you provide us in relation to the Products and/or Services.
15.3. The Pricing Plans are charged by credit or debit card through our automated billing system at the beginning of the contract term and monthly in advance for each month thereafter until cancelled.
15.4. The Pricing Plan term is a minimum of 6 months. You can cancel your subscription for any reason thereafter. Any charges already paid are non-refundable, but if a plan is cancelled part-way through a billing cycle, you can use the Product for the remainder of that billing cycle. Please be aware of any ongoing compliance Obligations you may have before cancelling a Pricing Plan, as you may become non-compliant.
15.5. The Product is licensed to you for the specific period of time that you are covered under a Pricing Plan.
Please also refer to our Terms of Use for additional terms and our Privacy Policy to understand how we handle your data.