These Terms of Service (“Terms”) form a binding contract between MPIT PTY LTD (ABN 36 639 649 308) (“MPIT”, “we”, “us”) and the individual or entity engaging us (“Client”, “you”). By engaging us, signing a Statement of Work (“SOW”), making payment, or otherwise instructing us, you accept these Terms.
Where a signed SOW or Master Services Agreement conflicts with these Terms, the signed document prevails to the extent of the inconsistency.
We provide software engineering and cybersecurity services, which may include web, mobile, cloud, AI, and enterprise development; and authorised penetration testing, vulnerability research, threat intelligence, malware analysis, incident response, digital forensics, security tooling, and lab/CTF design.
Each engagement is described in a written quote, proposal, or SOW that sets out scope, deliverables, timeline, fees, and any specific assumptions or exclusions. Work outside the agreed scope is treated as a change request and is quoted separately.
You agree to provide timely access, information, decisions, and approvals required for us to perform the services. Delays caused by you may impact the timeline and fees.
Each party retains ownership of its own pre-existing intellectual property. We grant you a non-exclusive, royalty-free licence to use any pre-existing or generally reusable tools, libraries, or know-how embedded in deliverables, solely for your internal business purposes.
Subject to full payment, we assign or grant you (as specified in the SOW) the rights necessary to use the bespoke deliverables produced for you. We retain the right to retain residual knowledge, generic methods, and to perform similar work for others.
We may incorporate open-source components in deliverables, subject to their own licences, which we will identify on request.
Each party will protect the other’s confidential information with at least the same care it uses for its own (and no less than reasonable care), and will use it only to perform or receive the services. This obligation survives termination for a period of five (5) years, or indefinitely for trade secrets.
We warrant that we will perform the services with due care and skill and substantially in line with the SOW. To the maximum extent permitted by law, all other warranties are excluded.
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded.
To the maximum extent permitted by law:
You indemnify us against losses arising from: (a) your breach of these Terms; (b) your failure to hold the rights or authorisations referenced in clause 6; or (c) third-party claims arising out of content, data, or instructions you provide.
Either party may terminate an engagement for material breach not remedied within 14 days of written notice, or immediately on insolvency events. We may suspend services for non-payment. On termination you must pay for work performed up to the termination date.
Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemic, internet or utility outages, or government action.
These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia. Before commencing proceedings (other than for urgent injunctive relief), the parties will attempt in good faith to resolve any dispute through senior-level discussion within 21 days of written notice.