Terms of Service

By accessing our website, engaging our services, or entering into a consulting agreement with VaultZero Security ("VAT0", "we", "us", or "our"), a division of Codezela Technologies (Pvt) Ltd, you ("Client", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

These Terms constitute a legally binding agreement between you and Codezela Technologies (Pvt) Ltd, a company registered in Sri Lanka. If you are entering into this agreement on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services following any changes indicates your acceptance of the revised Terms.

VaultZero provides professional cybersecurity consulting and related technology services, including but not limited to:

The specific scope, deliverables, timelines, and fees for services will be defined in a separate Statement of Work (SOW) or Service Agreement executed between the parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail.

To ensure the successful delivery of our services, you agree to:

Ownership of Deliverables

Upon full payment of all fees, you will own all rights, title, and interest in the specific deliverables created exclusively for you under a signed Statement of Work, including reports, documentation, and custom configurations. This does not include:

• Our pre-existing intellectual property, methodologies, or proprietary tools
• General knowledge, skills, or experience gained during the engagement
• Any improvements or modifications to our existing intellectual property

Client Data Ownership

You retain all ownership rights to your data, systems, and confidential information. We claim no ownership over your proprietary information accessed during the course of our services. All client data will be handled in accordance with our Privacy Policy and any applicable Non-Disclosure Agreement.

Third-Party Tools and Software

Our services may involve the use of third-party tools, open-source software, or commercial security products. Such third-party components remain subject to their respective license terms. We will inform you of any significant third-party dependencies and associated licensing requirements.

We understand that our work involves access to your most sensitive information. Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement.

Non-Disclosure Obligations

Unless otherwise agreed in writing, we will:

• Protect your confidential information with the same degree of care we use for our own confidential information, but in no event less than reasonable care
• Not disclose your confidential information to any third parties without your prior written consent
• Use your confidential information solely for the purpose of providing the agreed services
• Limit access to confidential information to personnel who have a legitimate need to know
• Return or destroy all confidential information upon request or upon termination of services

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully in our possession prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is required to be disclosed by law, regulation, or court order, provided we give prompt notice to allow you to seek protective remedies.

No Guarantees of Absolute Security

While we strive to provide the highest quality cybersecurity services, you acknowledge that:

• No security system is impenetrable or can guarantee absolute protection against all threats
• Cybersecurity is an ongoing process, not a one-time deliverable
• New vulnerabilities and attack vectors emerge continuously
• Security effectiveness depends on proper implementation, maintenance, and user compliance
• We cannot control or be responsible for security measures outside the defined scope of work

Industry-Standard Practices

Our services are performed in accordance with generally accepted industry standards and best practices for cybersecurity consulting. We exercise reasonable skill, care, and diligence in the performance of our services. However, we do not warrant that our services will detect all vulnerabilities or prevent all security incidents.

Limitation of Damages

To the maximum extent permitted by applicable law:

Fees and Invoicing

Fees for our consulting services will be specified in the applicable Statement of Work or Service Agreement. Unless otherwise stated:

• All fees are quoted and payable in United States Dollars (USD) or Sri Lankan Rupees (LKR) as specified in the agreement
• Invoices will be issued according to the payment schedule outlined in the SOW
• Payment is due within thirty (30) days of the invoice date unless otherwise specified
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

Expenses

You agree to reimburse us for reasonable out-of-pocket expenses incurred in connection with the services, including travel, accommodation, and materials, provided such expenses are pre-approved in writing and documented with appropriate receipts.

Taxes

All fees are exclusive of applicable taxes, levies, or duties. You are responsible for all applicable taxes, including but not limited to VAT, GST, withholding taxes, or sales taxes, except for taxes based solely on our net income. We will itemize any taxes on invoices as required by law.

Termination for Convenience

Either party may terminate the services with thirty (30) days' written notice. Upon termination, you will pay for all services performed and expenses incurred up to the effective date of termination.

Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Violates confidentiality obligations or applicable laws

Effect of Termination

Upon termination, all licenses and access rights granted by either party will immediately terminate. We will deliver any completed work products and return or destroy your confidential information as requested. Provisions related to confidentiality, intellectual property, limitation of liability, and governing law shall survive termination.

Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka, without regard to its conflict of law provisions.

Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or our services shall be resolved through the following process:

1. Negotiation: The parties will first attempt to resolve the dispute through good faith negotiation between senior representatives of each party.
2. Mediation: If negotiation fails, the parties will attempt to resolve the dispute through non-binding mediation administered by a mutually agreed mediator in Colombo, Sri Lanka.
3. Arbitration: If mediation fails, the dispute shall be finally resolved by arbitration in Colombo, Sri Lanka, in accordance with the Arbitration Act No. 11 of 1995 of Sri Lanka, by a sole arbitrator appointed in accordance with the said Act.

Jurisdiction

The courts of Sri Lanka shall have exclusive jurisdiction over any legal proceedings arising out of or in connection with these Terms, subject to the arbitration clause above. The parties irrevocably submit to the jurisdiction of such courts and waive any objection to venue in Colombo, Sri Lanka.

We reserve the right to modify or replace these Terms at any time at our sole discretion. When we make material changes, we will:

• Post the updated Terms on our website with a revised "Last Updated" date
• Send email notification to active clients for significant changes
• Display a prominent notice on our website for a reasonable period

Your continued use of our services after any changes constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must stop using our services and terminate any ongoing engagements in accordance with the Termination section.