Terms of Service (CyberMark Agency)

1) Who we are

2) Definitions

• Customer / you: the person or business using our website or Services.
• Endpoint: a device covered under a per-endpoint plan (e.g., workstation/laptop/server) as defined in your order or statement of work.
• Order / Statement of Work (SOW): the document (including email confirmation) describing purchased Services, pricing, scope, and any special terms.
• Third-Party Services: services/products provided by other companies that may be used to deliver or support our Services.

3) Website use (general)

You agree not to misuse the website. You must not:

• attempt to gain unauthorised access to our systems
• interfere with normal operation (e.g., scanning, scraping, DDoS, or exploitation)
• upload malware or malicious content
• use the website in a way that breaks laws or infringes rights

We may block access if we reasonably believe your activity is harmful or unlawful.

4) Our Services

CyberMark provides cybersecurity and related services which may include (depending on what you purchase):

• managed endpoint protection / EDR
• firewall configuration and hardening
• monitoring and alerting
• compliance reporting support
• backup and disaster recovery services
• vulnerability scanning and security assessments (if offered in your plan/SOW)

5) Accounts, access, and security

Where accounts are provided (e.g., client portals), you are responsible for:

• keeping login credentials confidential
• ensuring only authorised users access your account
• notifying us promptly if you suspect unauthorised access

6) Customer responsibilities

To deliver Services effectively, you agree to:

• provide accurate information (device counts, environment details, contact points)
• maintain supported operating systems and configurations (unless your SOW states we manage this)
• follow reasonable security instructions we provide (e.g., MFA where available, access controls)
• promptly inform us of major environment changes that may affect the Services

If you do not meet these responsibilities, Service outcomes and timelines may be impacted.

7) Fees, billing, and taxes

Pricing is as described on our website, order, invoice, or SOW. Unless stated otherwise:

• fees are charged in NZD
• subscription fees (e.g., per endpoint per month) are billed in advance on the schedule shown on your invoice or payment page
• you are responsible for any applicable taxes (including GST if applicable)

Late payment: We may suspend Services for overdue invoices after providing reasonable notice.

Price changes: We may change prices for new orders and renewals by giving reasonable notice (where applicable).

8) Term, renewal, cancellation

Your Service term begins on the start date in your Order/SOW (or when Services commence).

Subscriptions may renew automatically unless cancelled according to the cancellation terms shown at purchase or in the SOW.

Cancellations take effect at the end of the current billing period unless otherwise stated.

We may require payment of all fees due up to the cancellation effective date.

Data handling on termination is covered in our Privacy Policy and/or SOW.

9) Service levels and support

If you provide an SLA (Service Level Agreement), it will define support hours, response targets, uptime targets (if any), and any service credits.

If there is a conflict between these Terms and an SLA/SOW, the following order applies (highest priority first):

1. SOW/Order (for scope/pricing)
2. SLA (for service levels)
3. These Terms

10) Third-party services

We may use Third-Party Services (e.g., security vendors, hosting providers) to deliver or support Services. Your use of Third-Party Services may also be governed by their terms.

We are not responsible for third-party outages or failures beyond what is expressly stated in your SLA/SOW.

11) Intellectual property

We (or our licensors) own all intellectual property in the website, branding, and materials we provide, except for:

• your data and content, which you retain ownership of
• third-party materials, which remain owned by their respective owners

You may use reports and deliverables we provide for your internal business purposes. You must not resell or publicly publish them without our written permission (unless your SOW permits it).

12) Confidentiality

Each party may receive confidential information from the other. Both parties agree to:

• protect confidential information using reasonable safeguards
• use it only for providing/receiving the Services
• not disclose it except to staff/contractors who need to know and are bound by confidentiality

This does not apply to information that is public, independently developed, or required to be disclosed by law.

13) Privacy and data

Our Privacy Policy explains how we collect, use, store, and disclose personal information. By using the website or Services, you acknowledge our Privacy Policy.

If we process personal information on your behalf as part of service delivery, additional terms may apply (for example, a Data Processing Addendum), depending on your requirements.

14) Disclaimers

To the maximum extent permitted by law:

• the website and Services are provided on an "as is" and "as available" basis
• we do not warrant uninterrupted or error-free operation
• we do not guarantee that security incidents will never occur

Nothing in these Terms limits any rights that cannot legally be excluded.

15) Limitation of liability

To the maximum extent permitted by law, CyberMark will not be liable for:

• indirect, consequential, special, or punitive losses
• loss of profit, revenue, business opportunity, goodwill, or anticipated savings
• losses arising from third-party failures outside our control

Liability cap: Our total aggregate liability arising out of or relating to the Services is limited to the fees paid by you to CyberMark in the last 12 months preceding the event giving rise to the claim.

Some limitations may not apply where prohibited by law.

16) Indemnity (Customer)

You agree to indemnify CyberMark for losses, damages, and costs arising from:

• your misuse of the Services
• your breach of these Terms
• unlawful content or instructions you provide
• unauthorised use of your account due to your failure to protect credentials

17) Suspension and termination

We may suspend or terminate access to the website or Services if:

• you breach these Terms and do not remedy within a reasonable time after notice
• continued provision would create a security risk or be unlawful
• invoices are overdue and you have not paid after notice

On termination, you remain responsible for fees accrued up to the effective termination date.

18) Contracting out of the Consumer Guarantees Act (business customers)

19) Fair Trading / accuracy of information

We aim to keep information on our website accurate and up to date. However, website content is general and may change. Nothing on the website should be taken as a guaranteed promise unless confirmed in writing in an Order/SOW.

(New Zealand law prohibits misleading or deceptive conduct in trade.)

20) Force majeure

We are not responsible for delays or failures caused by events outside our reasonable control (e.g., major outages, natural disasters, war, labour disputes, or widespread third-party failures).

21) Changes to these Terms

We may update these Terms from time to time. We will post the latest version on our website and update the "Last updated" date. Material changes may be notified via email or client communications where appropriate.

22) Governing law

These Terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of New Zealand courts.

23) Contact