Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, software platforms, managed services, professional services, and other offerings ("Services") provided by HLD Group Pty Ltd ("HLD Group", "we", "our", or "us").

By clicking "I agree", "Sign up", "Get started", or similar buttons, by accessing or using any Service, or by entering into an Order Form or Master Services Agreement that references these Terms, you ("you" or "Customer") agree to these Terms as of the date of such action ("Acceptance Date").

If you are accepting these Terms on behalf of a company, organisation, government, or other legal entity, you represent and warrant that: (a) you have full authority to bind that entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on that entity's behalf. In that case, "you" and "your" refer to that entity.

If there is a conflict between these Terms and a separately signed Master Services Agreement or Order Form, the Master Services Agreement or Order Form will prevail to the extent of the inconsistency.

In these Terms, the following definitions apply:

HLD Group provides a range of cybersecurity, technology, and managed services, including:

The specific Services available to you depend on your subscription tier and any applicable Order Form. HLD Group reserves the right to add, modify, or discontinue Services (subject to Section 19).

4.1 Eligibility. To use our Services, you must:

• Be at least 18 years of age;
• Have the legal capacity to enter into binding contracts;
• Not be located in a country subject to Australian, US, EU, or UN sanctions that would prohibit use of the Services; and
• Not be prohibited by applicable law from using the Services.

4.2 Account Registration. To access certain Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.3 Account Security. You must notify us immediately at security@hldgroup.com.au if you become aware of any unauthorised access to or use of your account. We are not liable for any loss or damage arising from unauthorised access to your account that results from your failure to maintain adequate security of your credentials.

4.4 Organisational Accounts. If you register on behalf of an organisation, you agree that the organisation is bound by these Terms. You represent that you have the authority to bind the organisation. The organisation is responsible for all Authorised Users' compliance with these Terms.

4.5 Account Suspension. We may suspend or terminate your account if we reasonably believe you have provided false registration information or violated these Terms.

5.1 Licence Grant. Subject to your compliance with these Terms and payment of applicable fees, HLD Group grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to: (a) access and use the Services for your internal business purposes; and (b) access and use the Documentation solely in support of your permitted use of the Services.

5.2 Restrictions. You must not, and must not permit any Authorised User or third party to:

• Copy, reproduce, distribute, republish, or sell any part of the Services except as expressly permitted by these Terms;
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Services, except to the extent expressly permitted by applicable law;
• Create derivative works based on the Services;
• Remove, alter, or obscure any proprietary notices, watermarks, or labels in or on the Services;
• Sublicense, resell, time-share, or otherwise provide access to the Services to third parties other than Authorised Users, except as permitted by a written reseller agreement with HLD Group;
• Use the Services to build a competing product or service, or benchmark or monitor the availability, performance, or functionality of the Services for competitive purposes;
• Access the Services using automated means (bots, scrapers, crawlers) other than through authorised APIs and within documented rate limits;
• Circumvent any access controls, security measures, or usage limits applicable to the Services.

5.3 Feedback. If you provide HLD Group with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a royalty-free, worldwide, perpetual, irrevocable licence to use, copy, modify, and incorporate that Feedback into our products and services without obligation to you.

You agree to use the Services only for lawful purposes and in compliance with all applicable laws and regulations. Our full Acceptable Use Policy is available at /legal/acceptable-use. The following is a non-exhaustive list of prohibited activities:

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your access to the Services without notice and without refund, and may be reported to law enforcement authorities.

7.1 Fees. Subscription fees and any other applicable charges are set out in your Order Form or on our pricing page. All fees are quoted in Australian dollars (AUD) unless otherwise stated, and are exclusive of applicable taxes (including GST).

7.2 GST. All amounts payable under these Terms are exclusive of Goods and Services Tax (GST) unless expressly stated otherwise. Where GST is applicable, you must pay an additional amount equal to the applicable GST. HLD Group will issue a valid tax invoice where required by the GST Act.

7.3 Payment Terms. Unless otherwise agreed in an Order Form: (a) subscription fees are payable in advance; (b) invoices are due within 14 days of issue; (c) professional services fees are invoiced monthly in arrears or upon milestone completion as specified in the applicable Statement of Work.

7.4 Late Payment. Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid. We may also suspend access to the Services after providing at least 7 days' written notice of non-payment.

7.5 Auto-Renewal. Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. We will send a renewal reminder at least 45 days before the renewal date.

7.6 Price Changes. We may change subscription fees at renewal by providing at least 60 days' written notice before the renewal date. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

7.7 Refunds. All fees are non-refundable except: (a) as required by the Australian Consumer Law or other applicable mandatory consumer protection law; (b) where expressly stated in the Order Form; or (c) where HLD Group terminates the Services for reasons other than your breach. If you terminate early, you remain liable for fees for the remainder of the Subscription Term.

7.8 Taxes. You are responsible for all taxes, levies, or duties imposed by applicable law on the fees (other than HLD Group's income taxes). If we are required to collect any tax from you, we will add it to your invoice unless you provide a valid tax exemption certificate.

7.9 Disputes. You must notify us of any invoice dispute in writing within 30 days of the invoice date. Disputes do not suspend the obligation to pay undisputed amounts. We will work in good faith to resolve billing disputes promptly.

8.1 HLD Group IP. HLD Group and its licensors own all right, title, and interest in and to the Services, including all underlying software, algorithms, architectures, databases, interfaces, designs, Documentation, trademarks, service marks, logos, and all other Intellectual Property Rights therein. Nothing in these Terms transfers any ownership of HLD Group IP to you. The licence granted in Section 5.1 is the only right you have in the Services.

8.2 Customer Data. You retain all right, title, and interest in and to your Customer Data. You grant HLD Group a worldwide, non-exclusive, royalty-free licence to access, process, store, and use your Customer Data solely as necessary to: (a) provide and improve the Services; (b) comply with our legal obligations; and (c) as otherwise directed by you. We will not use your Customer Data for advertising or to develop competing products.

8.3 Aggregate and Anonymised Data. HLD Group may collect, compile, and analyse aggregated and de-identified data derived from your use of the Services for the purposes of improving our Services, developing threat intelligence, publishing industry research, and other legitimate business purposes, provided that such data does not identify you or any Authorised User.

8.4 Trademarks. You may not use HLD Group's name, logo, or trademarks without our prior written consent except as expressly permitted by our brand guidelines. Similarly, HLD Group will not use your name or trademarks except: (a) as necessary to provide the Services; or (b) in a list of customers with your prior written consent.

9.1 Obligations. Each party (the "Receiving Party") agrees to: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence using at least the same degree of care it applies to its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.

9.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party (where permitted) and cooperates with efforts to obtain protective treatment.

9.3 Duration. Confidentiality obligations survive termination or expiry of these Terms for a period of 3 years, except that obligations relating to trade secrets continue for as long as the information remains a trade secret.

10.1 Privacy Policy. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

10.2 Data Processing Agreement. To the extent the Services involve HLD Group processing personal information on behalf of Customer (for example, within the Homebase platform), the parties will enter into a separate Data Processing Agreement (DPA) that governs such processing, including compliance with the Privacy Act 1988 (Cth), the GDPR, and other applicable data protection laws. The DPA is available on request and may be incorporated by reference into an Order Form.

10.3 Customer Responsibility. You are responsible for ensuring that: (a) you have the lawful basis and all necessary rights and permissions to submit Customer Data to the Services; (b) your use of the Services complies with applicable data protection laws; and (c) you have provided appropriate privacy notices to individuals whose personal information is included in Customer Data.

10.4 Data Location. Customer Data may be stored and processed in Australia and in other countries where HLD Group and its sub-processors operate. We will take appropriate steps to protect cross-border transfers as described in our Privacy Policy.

10.5 Security Incidents. HLD Group will notify you without undue delay after becoming aware of a confirmed data breach affecting your Customer Data, including information required by applicable law. You are responsible for notifying affected individuals and regulatory authorities as required by law.

11.1 HLD Group Security. We maintain a comprehensive information security programme designed to protect the confidentiality, integrity, and availability of the Services and Customer Data. Our programme includes the controls described in our Information Security Practices.

11.2 Customer Security. You are responsible for: (a) configuring the Services securely in accordance with our Documentation and security recommendations; (b) managing user access and ensuring only Authorised Users can access the Services under your account; (c) enabling and enforcing multi-factor authentication (MFA) where available; and (d) promptly applying security updates to any software components under your control.

11.3 Security Testing. You may conduct security testing of the Services only within the scope and under the terms of our Responsible Disclosure Policy. Unauthorised security testing, penetration testing, or vulnerability scanning of HLD Group infrastructure is strictly prohibited.

11.4 Reporting. You must promptly report any security vulnerabilities discovered in the Services to security@hldgroup.com.au and must not exploit any vulnerability you discover.

12.1 Availability Target. HLD Group will use commercially reasonable efforts to make the Services available 99.5% of the time in any calendar month (excluding scheduled maintenance and circumstances beyond our reasonable control). Specific availability SLAs, if applicable to your subscription, are set out in the Order Form or a separate Service Level Agreement.

12.2 Scheduled Maintenance. We perform scheduled maintenance to update, improve, or patch the Services. We will provide at least 48 hours' advance notice of scheduled maintenance expected to cause material Service unavailability during business hours (AEST/AEDT). Emergency maintenance may be performed without advance notice where necessary to address critical security issues.

12.3 Incidents. We maintain a status page at status.hldgroup.com.au (or as updated) where we publish real-time service status and incident updates.

12.4 Exclusions. Availability calculations exclude downtime caused by: (a) your acts or omissions; (b) your equipment or third-party networks outside HLD Group's control; (c) force majeure events (see Section 22); or (d) events outside our reasonable control.

13.1 HLD Group Warranties. HLD Group warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) HLD Group has the right to grant the licences in these Terms; and (c) HLD Group will provide professional services using reasonable skill and care.

13.2 Customer Warranties. You warrant that: (a) you have the legal capacity and authority to enter into these Terms; (b) your use of the Services and any Customer Data submitted to the Services will comply with all applicable laws; and (c) Customer Data does not infringe any third-party rights.

13.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. HLD GROUP EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR TRADE USAGE.

HLD GROUP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL CODE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE FROM VULNERABILITIES. CYBERSECURITY TOOLS AND SERVICES DO NOT GUARANTEE PROTECTION AGAINST ALL THREATS.

13.4 Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable mandatory consumer protection law that cannot be excluded by agreement. Where we are permitted by law to limit our liability for breach of a consumer guarantee, our liability is limited (at our election) to: re-supply of the services; or payment of the cost of re-supply of the services.

14.1 Exclusion of Consequential Loss. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HLD GROUP NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HLD GROUP'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO HLD GROUP IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR AUD $500, WHICHEVER IS GREATER.

14.3 Exceptions. The limitations in Sections 14.1 and 14.2 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) liability that cannot be excluded under the Australian Consumer Law or other applicable mandatory law; or (d) your obligation to pay fees owed to HLD Group.

14.4 Essential Basis. The limitations in this Section reflect an allocation of risk between the parties and form an essential basis of the bargain between the parties. HLD Group would not enter into these Terms without these limitations.

15.1 By Customer. You will indemnify, defend, and hold harmless HLD Group and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Services in violation of applicable law or third-party rights; (c) any Customer Data you submit to the Services; or (d) your wilful misconduct or fraud.

15.2 By HLD Group. HLD Group will indemnify, defend, and hold you harmless against any third-party claim alleging that the Services, as provided by HLD Group and used in accordance with these Terms, infringe any third-party Intellectual Property Rights. HLD Group's obligations under this Section do not apply where the alleged infringement arises from: (a) your modification of the Services; (b) your use of the Services in combination with products or services not provided or authorised by HLD Group; or (c) your use of a version of the Services after HLD Group has made an updated version available to you.

15.3 Process. The indemnifying party's obligations are conditional on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defence and settlement; and (c) providing reasonable cooperation at the indemnifying party's expense.

The Services may integrate with or link to third-party products, services, websites, and applications ("Third-Party Services"). Your use of Third-Party Services is governed by the terms and policies of those third parties, not by these Terms. HLD Group is not responsible for the availability, accuracy, security, or content of Third-Party Services.

If you choose to enable a Third-Party Service integration, you authorise HLD Group to access and interact with that service on your behalf as necessary to provide the integration feature. You are responsible for complying with the third party's terms when using such integrations.

HLD Group may receive referral or affiliate fees from certain third-party service providers. Such relationships do not influence our recommendations or editorial content.

The Services may be subject to export control laws, including Australian export control laws, the US Export Administration Regulations (EAR), and applicable sanctions administered by the Australian Department of Foreign Affairs and Trade (DFAT) and the US Office of Foreign Assets Control (OFAC).

You represent and warrant that:

• You are not located in, and are not a national or resident of, any country subject to comprehensive Australian or US sanctions;
• You are not listed on any Australian, US, EU, or UN sanctions list or denied-parties list;
• You will not use the Services for any purpose prohibited by applicable export control or sanctions laws, including the design, development, production, or use of weapons of mass destruction or cyber weapons intended to cause harm to third parties; and
• You will obtain all necessary government licences, authorisations, and approvals before exporting or re-exporting any technology or technical data obtained from HLD Group.

18.1 Term. These Terms commence on the Acceptance Date and continue for the Subscription Term (as specified in your Order Form or account registration), unless terminated earlier in accordance with this Section.

18.2 Termination for Convenience. Either party may terminate these Terms on 30 days' written notice if no Order Form is in effect. Where an Order Form is in effect, termination for convenience is subject to the terms of the Order Form (including any early termination fees).

18.3 Termination for Cause. Either party may terminate these Terms immediately on written notice if: (a) the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice specifying the breach; (b) the other party becomes insolvent, is subject to voluntary or involuntary insolvency proceedings, or ceases to carry on business; or (c) continued performance would be unlawful.

18.4 Suspension. HLD Group may suspend your access to the Services immediately without prior notice if: (a) we have reasonable grounds to believe you have violated Section 6 (Acceptable Use); (b) your account poses a security risk to HLD Group, other customers, or third parties; or (c) you fail to pay undisputed fees within 7 days of a payment notice. We will restore access promptly once the underlying issue is resolved.

18.5 Effect of Termination. Upon expiry or termination: (a) all licences granted to you cease immediately; (b) you must cease using the Services; (c) fees paid are non-refundable (except as required by law or as expressly agreed); and (d) each party must return or destroy the other's Confidential Information on request. HLD Group will retain Customer Data for 30 days post-termination during which you may request an export, after which it will be securely deleted.

18.6 Survival. Sections 2 (Definitions), 8 (Intellectual Property), 9 (Confidentiality), 13.3–13.4 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 18.5 (Effect of Termination), 20 (Dispute Resolution), 21 (Governing Law), and 22 (General Provisions) survive expiry or termination of these Terms.

19.1 Service Changes. HLD Group reserves the right to modify, update, or discontinue any feature or aspect of the Services. For material changes that adversely affect your use of the Services, we will provide at least 30 days' written notice. For security updates or minor changes, we may apply updates immediately.

19.2 Terms Changes. We may update these Terms from time to time. We will notify you of material changes via email or prominent notice on our Site at least 14 days before the changes take effect. If you continue to use the Services after the effective date, you are deemed to have accepted the revised Terms. If you do not accept the revised Terms, you must cease using the Services and may terminate in accordance with Section 18.2. We will maintain a version history of these Terms on our website or available on request.

20.1 Good Faith Negotiation. The parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services ("Dispute") through good faith negotiation before commencing formal proceedings. Either party may initiate this process by giving written notice to the other specifying the nature of the Dispute.

20.2 Escalation. If the Dispute is not resolved by negotiation within 20 business days of the notice (or such extended period as the parties agree), either party may escalate the Dispute to senior management. If senior management cannot resolve the Dispute within a further 10 business days, either party may proceed to mediation or litigation as provided below.

20.3 Mediation. Before commencing litigation, the parties agree to attempt mediation through the Australian Disputes Centre (ADC) or another mutually agreed mediator. The costs of mediation will be shared equally unless the mediator determines otherwise.

20.4 Injunctive Relief. Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court where necessary to protect Intellectual Property Rights or Confidential Information.

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia for the resolution of any Dispute that cannot be resolved through the dispute resolution process in Section 20.

Notwithstanding the foregoing, if you are accessing the Services from outside Australia, local mandatory consumer protection laws (such as the EU Directive on Consumer Rights) may apply and cannot be excluded by this governing law clause. In such cases, you may also have the right to bring proceedings before the courts of your country of residence.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

22.1 Entire Agreement. These Terms, together with any applicable Order Form, Data Processing Agreement, and policies incorporated by reference, constitute the entire agreement between the parties with respect to the Services and supersede all prior agreements, representations, and understandings relating to the subject matter.

22.2 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will continue in full force.

22.3 Waiver. A party's failure to enforce any right or provision under these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of the waiving party.

22.4 Assignment. You may not assign or transfer these Terms or any rights or obligations under them (including by operation of law or change of control) without our prior written consent. HLD Group may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, without your consent but with written notice. Any purported assignment in violation of this Section is void.

22.5 Notices. Notices to HLD Group must be sent in writing to the address in Section 23 or by email to legal@hldgroup.com.au. Notices to you will be sent to the email address associated with your account. Notices are effective upon receipt (for email, the next business day after sending unless a bounce notification is received).

22.6 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of God, pandemics, government actions, war, terrorism, civil unrest, telecommunications failures, or internet outages ("Force Majeure Event"). The affected party must: (a) promptly notify the other; (b) use reasonable efforts to mitigate the impact; and (c) resume performance as soon as the Force Majeure Event subsides. If a Force Majeure Event continues for more than 60 days, either party may terminate these Terms on 10 days' written notice.

22.7 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

22.8 No Third-Party Beneficiaries. These Terms do not confer any rights or benefits on any person or entity other than the parties and their permitted successors and assigns.

22.9 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

22.10 Language. These Terms are in English. If translated, the English version prevails in the event of conflict.

For legal notices, contract enquiries, or questions about these Terms, please contact:

For general service enquiries, please visit our contact page or email hello@hldgroup.com.au.

For privacy-specific enquiries, please email privacy@hldgroup.com.au or refer to our Privacy Policy.

For security incident reporting, please email security@hldgroup.com.au or refer to our Responsible Disclosure Policy.