Terms and Conditions
1. AGREEMENT
These terms and conditions govern all professional services provided by MOKAI Pty Ltd ("MOKAI") to the client specified in the associated Statement of Work or Service Agreement ("Client"). This agreement becomes effective when services commence or are first available for use by the Client.
1.1 Each Statement of Work may contain additional terms and conditions specific to that engagement, which will also apply to the services provided under that Statement of Work.
2. SERVICES
2.1 MOKAI will provide professional services as specified in each Statement of Work, including but not limited to:
- Security assessments and penetration testing
- Compliance audits and gap analyses (including IRAP and Essential Eight)
- Cloud and cyber security strategy
- Architecture reviews and cloud security assessments
- Governance, risk and compliance consulting
- Project management services
- Products, licensing, and vendor management
2.2 MOKAI may engage subcontractors to deliver services at its discretion.
2.3 Each Statement of Work is separate and independent. Termination of one engagement does not affect others.
3. CHARGES AND PAYMENT
3.1 Client will pay MOKAI the fees specified in each Statement of Work.
3.2 Travel expenses and related costs require prior written approval from the Client before any bookings are made. Approved travel expenses will be included in the invoice for payment by the Client.
3.3 Payment is due within 30 days of invoice date unless otherwise agreed in writing.
3.4 If payment is disputed, MOKAI will investigate and notify Client of the outcome. Unless there is an obvious error, MOKAI's decision is final.
3.5 MOKAI may suspend services if payments are overdue.
3.6 All amounts are exclusive of GST. Client must pay GST in addition to the stated fees.
3.7 For product and licensing orders, payment in full is required prior to MOKAI placing an order with any vendor or distributor.
4. CLIENT OBLIGATIONS
4.1 Client will cooperate with MOKAI and provide reasonable access to systems, premises, and personnel necessary for service delivery.
4.2 Client will comply with MOKAI's reasonable security and workplace safety requirements.
4.3 Client will provide required information and approvals in a timely manner.
4.4 Client will notify MOKAI of any health and safety hazards that may affect MOKAI or its subcontractors.
4.5 Where services include penetration testing, adversary simulation, or any form of technical security testing, Client warrants that it has obtained all necessary authorisations from system owners and, where applicable, cloud or hosting providers, prior to MOKAI commencing such activities.
5. WARRANTIES
5.1 Each party represents that it:
- Is properly incorporated and has capacity to enter this agreement
- Is not insolvent
- Has provided true and accurate information
5.2 MOKAI excludes all implied warranties to the extent permitted by law.
6. LIABILITY
6.1 MOKAI's total liability for any claim arising from services under a Statement of Work is limited to 100% of fees paid by Client under that Statement of Work.
6.2 To the extent permitted by law, neither party will be liable for loss of profit, goodwill, business opportunity, or any consequential, indirect, special, or incidental damages.
6.3 Nothing in this agreement excludes liability that cannot be excluded by law.
7. CONFIDENTIALITY
7.1 Each party will keep the other's confidential information confidential and use it only for performing obligations under this agreement.
7.2 This obligation does not apply to information that:
- Is publicly available (other than through breach of this clause)
- Is known before disclosure
- Is required to be disclosed by law or regulatory authority
- Is disclosed with prior written consent
8. INTELLECTUAL PROPERTY
8.1 Each party retains ownership of its pre-existing intellectual property.
8.2 MOKAI retains ownership of methodologies, tools, and general knowledge developed in providing services.
8.3 Client owns reports and deliverables specifically created for Client, subject to MOKAI's retained rights above, upon full payment of all applicable fees.
9. CANCELLATION
9.1 If Client cancels an engagement with less than 48 hours' notice before the scheduled start date, Client will pay a cancellation fee of 35% of the total engagement cost.
9.2 This fee represents a genuine pre-estimate of MOKAI's costs and losses.
10. TERMINATION
10.1 Either party may terminate this agreement immediately if the other party:
- Becomes insolvent or unable to pay debts
- Commits a material breach that is not remedied within 14 days of written notice
10.2 Termination does not affect accrued rights or obligations.
11. DATA PROCESSING
11.1 Where MOKAI processes personal information or confidential data on behalf of Client, MOKAI will handle all such data in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
11.2 MOKAI's Privacy Policy is available at www.mokai.com.au/privacy-policy.
12. GENERAL
12.1 This agreement is governed by ACT law and the parties submit to the jurisdiction of ACT courts.
12.2 If any provision is invalid or unenforceable, it will be severed without affecting the rest of the agreement.
12.3 This agreement may only be varied in writing signed by both parties.
12.4 Neither party may assign this agreement without the other's written consent, except MOKAI may assign to related entities.
12.5 Notices must be in writing and sent to the addresses specified in the Statement of Work.
12.6 This agreement contains the entire agreement between the parties and supersedes all prior negotiations and agreements.
13. DEFINITIONS
- "MOKAI" means MOKAI Pty Ltd (ABN 83 692 622 245)
- "Client" means the client specified in the associated Statement of Work
- "Confidential Information" means non-public information relating to either party's business, clients, or this agreement
- "Services" means the professional services specified in each Statement of Work
- "Statement of Work" means any project agreement, statement of work, or service order agreed between the parties