Terms and Conditions

Last updated: June 8, 2026. Effective for all engagements, quotes, orders, and ongoing service relationships of Reef Cyber Security LLC.

1. Definitions and Interpretation

In these Conditions, the Rate Schedule, and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Reef Cyber Security LLC (“Reef Cyber Security”, “We”, “Us”, “Our”), the following words have the following meanings:

“After Hours” means any time outside Business Hours.
“Business Hours” means Monday through Friday from 9:00 AM to 5:30 PM Eastern Time (America/New_York), excluding U.S. federal holidays and the days Reef Cyber Security observes as holidays.
“Client”, “You”, or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears an order is placed, and in any case each of their heirs, successors, and assigns.
“Conditions” means these terms and conditions.
“Goods” means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things.
“Tax” means any applicable federal, state, or local sales tax, use tax, value-added tax, goods and services tax, or other government-imposed transaction tax. Florida sales tax applies to certain taxable services and tangible goods sold in Florida.
“Order” means any order requested by You to Us for Goods or Services in any form.
“Quote” means a quote provided to You by Us.
“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and You as the period during which some Services will be provided.
“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including managed services) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule or Master Service Agreement.
“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in Our absolute discretion upon notice to You.
“Public Holidays” means any day which is a U.S. federal holiday or a day Reef Cyber Security observes as a company holiday.
“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract, or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work We have done.
“Rate Schedule” means the schedule of rates, charges, and conditions for the Services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion upon notice to You.
“Reasonable Assistance Limits” has the meaning set out in clause 17.2.
“Return/Cancellation Fee” means a fee charged pursuant to clause 12.5 as set by Us from time to time.
“Service Request” means a request for service such as adds, moves, changes, and technical assistance.
“Services” means the provision of any services by Us including Work, advice, and recommendations.
“Software” includes software and any installation, update, associated software, and any services provided in connection with any of these things.
“Us”, “Our”, or “We” means Reef Cyber Security LLC, a Florida limited liability company, and its heirs, successors, and assigns.
“Work” means anything We may do, provide, customize, produce, or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation, and configuration of new equipment or software, consulting, scoping, planning, documenting, and quoting for complex items.

In these Conditions, the Rate Schedule, and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

Words denoting the singular number only shall include the plural number and vice versa.
Reference to any gender shall include every other gender.
Reference to any Act of Congress, Statute, Regulation, or applicable law of any jurisdiction shall include any amendment currently in force at the relevant time and any successor statute or regulation enacted in substitution.
Headings are for convenience of reference only and do not affect the interpretation or construction of these Conditions.
All references to dollars ($) are to United States Dollars (USD).
A reference to time is to Eastern Time (America/New_York).
A reference to an individual or person includes a corporation, limited liability company, partnership, joint venture, association, authority, trust, state or government, and vice versa.
A reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure, or exhibit of or to these Conditions.
A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented, or replaced from time to time.
Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
A reference to “includes” means “includes without limitation.”
A reference to “will” imports a condition, not a warranty.

2. Application of These Conditions

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

The invalidity or unenforceability of any one or more of the provisions of this Agreement will not invalidate or render unenforceable the remaining provisions of this Agreement.

3. Commitment Term

The minimum term that You acquire the Service for is outlined in Our Quote or Master Service Agreement to You, beginning from the first day of the next month after the date of signing or approving the Quote.

After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by You as specified in Section 4.

4. Termination

This Agreement may be terminated by You upon ninety (90) days’ written notice if We:

Fail to fulfil in any material respect Our obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice;
Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice; or
Terminate or suspend Our business operations, unless We are succeeded by a permitted assignee under this Agreement.

This Agreement may be terminated by Us upon ninety (90) days’ written notice to You.

If either party terminates this Agreement, We will assist You in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay Us for rendering such assistance at Our normal rates as outlined in Our current Rate Schedule.

Should You wish to terminate this Agreement before the end of the Commitment Term, You agree to pay all of the remaining payments up until the end of the Commitment Term.

5. Representations

You acknowledge that no employee or agent of Ours has any right to make any representation, warranty, or promise in relation to the supply of Goods or Services other than as subject to and as may be contained in these Conditions.

6. Notices

Any notices given under these Conditions shall be in writing and sent by email to the last notified email address:

To Us: info@reefcybersecurity.com
To You: the email address You provided when accepting a Quote or signing a Master Service Agreement, or such other email address as You notify Us of in writing.

7. Governing Law

These Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Manatee County, Florida, for any disputes arising under these Conditions.

Notwithstanding the foregoing, Reef Cyber Security may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce non-solicitation obligations.

8. Assignment

You may not assign Your rights and obligations under this Agreement without the prior written consent of Us. We may assign Our rights and obligations to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of Our assets, upon written notice to You.

9. Variation of These Terms and Conditions

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website at https://reefcybersecurity.com/terms-and-conditions/. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

For material variations that materially reduce Your rights or increase Your obligations, We will provide at least 30 days’ written notice before the variation takes effect.

10. Quotes

Term and effect: Quotes will only be valid for 30 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us, and the acceptance of a Quote by You will not create a binding contract between You and Us.

Once a Quote has been confirmed by Us, then the prices in the Quote will be confirmed as the final agreed price. A Quote is confirmed as “final” as soon as both parties agree with the final price after any last changes requested by You.

The price in the final Quote may vary from the original request if there is any price or product change requested by You. We reserve the right to alter products and prices in the Quote, as long as the Quote has not been confirmed with You.

Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the Quote or estimate is given. If You later require any changes to the Quote, and We agree to the changes, these changes will be charged at Our prevailing rate.

Once the Quote has been confirmed and converted to an Order, the Order will be subject to these normal Terms and Conditions of Sale.

The general minimum turnaround time for a Quote request to be actioned is usually 24 hours. In the event that a Quote is required urgently, please let Us know so that We can respond to it accordingly.

When a special price or discount offer has been applied to a Quote, no other special promotion, discount, or bonus offer will be applicable.

In the event that products in the Quote are subject to any price and supply fluctuations that are outside of Our control, We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and subject to Your final approval.

Prices on non-stocked products are subject to price and stock fluctuations and can only be confirmed once the Quote is turned into an Order.

Once a Quote has already passed its expiration date, We may cancel the Quote or estimate without having to notify or receive an approval from You.

ETA information is based on an estimate given by Our vendors and cannot be held as the actual promised date.

Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

We do not keep inventory and as such only order items once We receive a completed Order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund, as not all products can be returned.

Unless specified, all items on a Quote are covered by the manufacturer’s warranty covering parts and labor for hardware only on a return-to-depot basis.

Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, for example, where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

11. Orders

Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the Quote electronically via either an email or a web-based system with the date and Your details, including Your full legal name or description and any applicable EIN or Tax ID number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.

Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via a web-based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.

Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:

signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
duly authorized by the person on whose behalf the Order is placed or apparently placed.

Acceptance and Orders: An Order has no effect unless or until it is accepted by Us in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery, and (where applicable) in-transit insurance costs in clear funds.

No obligation to deliver: We are not obliged to deliver any Order until We have received payment in clear funds from You for the Order, any related freight, delivery, and (where applicable) in-transit insurance costs, or where We are unwilling or unable to complete the Order for any reason, provided We refund any payment made by You in respect of the Order.

Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consent to Us undertaking a credit reference check in respect to You.

Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.

Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to cooperate with Us and to comply with such processes and procedures as advised to You from time to time.

12. Pricing and Rates

Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).

Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

Vary Rates: We reserve the right to vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in Our absolute discretion and with at least 30 days’ written notice to You.

Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation Fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation, and any refund. We may deduct the Return/Cancellation Fee out of any moneys otherwise due to be refunded to You by Us.

Expenses: You must pay any out-of-pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges, and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls, and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.

Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.

Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in Our absolute discretion, vary any of Our Rates.

Pre-Paid Blocks of Service: Where You agree to buy Pre-Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services, less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:

are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
are only provided by Us during the applicable Period. Where Services are provided for a specified Period, the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and We are not liable to refund, reimburse, pay damages, or otherwise compensate or indemnify You in respect of those unused Services.

13. Services and Plans

Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services with at least 30 days’ written notice to You, from time to time in Our absolute discretion.

Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

14. Contracting

We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms. Any subcontractor will be bound by confidentiality obligations no less protective than those in these Conditions.

15. Delivery, Title, and Risk

Delivery liability: We will use all reasonable endeavors to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.

Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage, and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.

Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.

Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:

title to, and property in, Goods supplied to You remain vested in Us and do not pass to You;
You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
You must keep those Goods separate from other goods and maintain the Goods and their labeling and packaging intact;
Where You sell the Goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
We may, without prior notice, enter any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorize and direct Us (and Our employees and agents) to enter such premises as Our duly authorized agent, and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages, or expenses or any other acts or omissions arising from or in connection with such entry, repossession, or removal.
You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 15.5.

16. Returns and Claims for Goods and Services

General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

Customized Goods not returnable: Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery, You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund, or claim.

Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

Consequences of use, installation, customization, or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized, or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

17. Computer Utility, Functionality, and Fitness for Purpose

Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice, and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavors to provide appropriate tests, troubleshooting, sound advice, and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of Our Services to You.

Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

Recommendations, suitability, functionality, and fitness for purpose: The parties acknowledge that:

We may recommend that You purchase Goods provided by third parties from time to time;
Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used or some function sought to be fulfilled;
You acknowledge that We have no control over many factors involved with the suitability, function, or fitness for purpose of Goods in an existing or new computer environment, e.g. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/Internet environment; or the behavior of third-party suppliers, e.g. in relation to support;
You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable, or may not function properly in all or any respects;
You acknowledge that the Services provided by Us may involve the very task of seeking to customize Goods so they may be fit for particular purposes and that customization may be a very substantial project in itself;
Accordingly, You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
- decisions as to whether or not to follow recommendations by Us;
- decisions as to whether or not to purchase or customize Goods or obtain Services for that or any other purpose; and
- any failure or defect in suitability, function, or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person.
Where We provide Services with a view to achieving Your purposes, suitability, function, or fitness for purpose (whether expressed, agreed, or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function, or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavors to achieve those outcomes.

Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems, and if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances toward their resolution.

18. Force Majeure

If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.

We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services, or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, severe weather (including hurricanes), pandemics or public health emergencies, strikes, lock-outs, work stoppages, wars, riots, civil commotion, intervention or public authority, explosion, accident, cyberattacks of national or regional scale, or large-scale Internet or telecommunications outages.

19. Product Specifications

Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order; however, We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided, however, that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

20. Warranties

Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.

No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any of the manufacturer’s warranties in respect of the Goods.

21. Liability

Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition, or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design, or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom, or otherwise, is hereby expressly excluded.

No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss, or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.

Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, however caused, including but not limited to loss of turnover, profits, business, or goodwill, or any liability to You or any third party.

Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancel or suspend the supply of Goods or Services.

General limit on liability: Except as otherwise expressly stated in these Conditions, Our total cumulative liability to You arising out of or in connection with these Conditions, the Goods, or the Services shall not exceed the amounts actually paid by You to Us under the relevant Plan or Order in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall We be liable for any indirect, incidental, special, consequential, or punitive damages of any kind.

Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting, or modifying or having the effect of excluding, restricting, or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted, or modified.

Severance: If any provision contained in these Conditions is unlawful, invalid, or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of these Conditions.

22. Errors and Omissions

We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

23. Privacy and Your Rights

We are collecting Your personal information for the fulfillment of Quotes, Orders, and the provision of Goods or Services to You, and We may retain and use it for any such purposes (“Authorized Purposes”).

You are required to provide Your personal information to Us for Authorized Purposes.

We may disclose Your personal information to other persons for the purposes of the fulfillment of Quotes, Orders, and Work for You or in order to provide Goods or Services to You, to verify the information You provide, for inquiries about Goods or Services that may be suitable for Your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of inquiries relating to any of the foregoing.

Otherwise, We will not disclose Your personal information without Your consent unless authorized or required by law, including in response to a valid subpoena, court order, or as required to comply with the Florida Information Protection Act (FIPA) or other applicable data breach notification laws.

Your personal information will be held by Us at Our principal place of business at PO Box 10421, Bradenton, FL 34282, and You can contact Us to request to access or correct it.

We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if You submit incorrect information.

24. Our Website

We make no representations or warranties in relation to information available on Our website (https://reefcybersecurity.com), including without limitation:

that the information on Our website is complete or correct;
that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, Internet access difficulties, or malfunction in hardware or software; and
that We endorse any Internet site linked to Our website or any third-party products or services referred to on Our website.

25. Insurance Coverage

We will maintain at Our own expense, commercial general liability insurance for personal injury and property damage for a general aggregate of $2,000,000, and professional liability (errors and omissions) insurance appropriate to the cybersecurity consulting Services We provide. At Your request, We will provide You with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing this Agreement, at every renewal, and at other times as may be reasonably requested by You.

26. Lodging of Service Requests

In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests as outlined in Appendix A of Our Master Service Agreement.

27. Access to Systems, Sites, and People

In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to equipment, people, and sites as and when required.

You agree to allow Us to install software on Your equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops, and control Your PCs. This may require that devices are left on overnight or on weekends.

28. Third-Party Authorizations

At times We may need to contact Your third-party providers on Your behalf, such as Your internet provider or cloud service provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

29. Payment, Late Payment, and Default

Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing), by cash, check, credit card, ACH transfer, or wire transfer in accordance with these Terms and Conditions and in the way set out in the Invoice. Standard terms are net 14 days from the invoice date unless otherwise stated.

7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You until the invoice is paid in full.

Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, whichever is less, calculated and charged daily on and from the due date until the Sum Due is paid in full.

Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

first in or towards payment of any costs (including legal costs), charges, expenses, or outgoings paid by Us in relation to any dishonored check fees, collection costs, or any other action taken by Us for the recovery of any amounts owing by You to Us;
secondly, in or towards payment of any interest due or payable hereunder; and
thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.

Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.

Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods and Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods and Services to You.

Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection, or enforcement of any collateral held or to be held as security for any Sum Due.

Other remedies: We may exercise any of Our rights and remedies, including taking legal action against You for the recovery of any moneys due to Us, notwithstanding that We may have exercised other rights under these Conditions.

30. Non-Solicitation of Clients and Employees

You agree that employees and independent contractors are one of Our most valuable assets. Professional ethics and the investment We make in training, certifying, and trusting Our team require that Our personnel not be solicited for hire, contract, or consulting by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by applicable law, whichever is shorter).

You agree that Our damages resulting from breach of this clause would be impracticable to determine with precision. In the event You violate this provision, You agree to immediately pay Us 100% of the affected person’s total annual compensation (or annualized billable rate) as liquidated damages, and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire, and train suitable replacements for such personnel.

Nothing in this clause prohibits general advertisements not specifically targeted at Our personnel, or hiring persons who respond to such general advertisements on their own initiative.

31. Software

All Software licenses are the responsibility of You and not that of Us. It is Your duty to store all licenses for all Software used, so that they can be reproduced if and when required. This includes all Software installed by Us.

You indemnify and hold Us harmless against any claim, allegation, loss, damage, or expense arising directly or indirectly from:

any unauthorized Software use by You;
any breach of any Software license in respect of Software provided to Us by You to be installed on one of Your computers;
otherwise as a result of Us installing Software at Your premises where You are not authorized to use the Software; and
any problem, defect, or malfunction associated with any Software (or related services) supplied by third parties.

All copyright in custom software, custom scripts, custom playbooks, and custom documentation created by Us in the course of providing the Services remains the joint property of Us and You, with each party granted an unlimited license to use, modify, and distribute such materials; specific ownership of deliverables will be set out in the applicable Statement of Work or Proposal.

32. Copyright and Confidentiality

Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as if such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs, or expenses in connection with such breach of warranty by You.

Retention of title: All copyright and other intellectual property rights in any Work created, commissioned, or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.

Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers, or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers, or employees, as confidential.

You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this Agreement constitute valuable assets of, and confidential and/or proprietary information to, Us.

As such, both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except as permitted in writing by the disclosing party or as required by applicable law. Confidentiality obligations under this clause survive termination of these Conditions for a period of three (3) years, except for trade secrets, which remain confidential for so long as they qualify as trade secrets under applicable law.

33. Service Request Lodgement Process (Appendix A)

When You contact Us to lodge a service request, only the methods below must be used:

Phone: (727) 620-5525
Email: support@reefcybersecurity.com
Web Portal: https://reefcybersecurity.com/contact/

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue. If the issue is being lodged by either phone or external email, You must include Your name, company, and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.

Service Requests that must be addressed outside of business hours must be lodged by phone (charges apply for after-hours work). If not, the Service Request will be viewed on Our next Business Day.

Reef Cyber Security LLC — PO Box 10421, Bradenton, FL 34282 — (727) 620-5525 — info@reefcybersecurity.com