1. Application of Terms
2. Formation of Supply Contracts
3. No exclusivity
The Supplier acknowledges that it is not the exclusive provider of the Goods and Services or any goods or services the same as or similar to the Goods and Services.
4. Supply of Goods and Services
The Supplier must, and must ensure that the Supplier’s Personnel and sub-contractors, comply with all policies and procedures notified by an nbn Entity to the Supplier in writing from time to time, including nbn’s Whistleblower policy (a copy being available on the nbn website) when performing the Supplier’s obligations under these Terms or a Supply Contract at all times.
6. Variations and cancellations
7. Access to the nbn Entities' Premises
Where any work is performed by the Supplier’s Personnel on any Premises or in connection with the Services, Goods or Work Products, the Supplier must:
9. Acceptance & Testing
10. Delivery, risk and title
Unless otherwise specified in the Supply Contract, the Fees are inclusive of all taxes, levies, rates, charges and imposts of any kind, including withholding tax but excluding GST. If any supply under these Terms or the Supply Contract is a Taxable Supply, then the party making the supply may, at the same time that an invoice is rendered for the agreed consideration for the Taxable Supply, recover the amount of GST payable on that Taxable Supply, subject to the issue of a valid Tax Invoice. Unless the context indicates otherwise, terms used in this clause 12 which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as in that Act.
13. Intellectual Property
14. Confidentiality and Privacy
The Supplier indemnifies the nbn Entities and their respective Personnel (those indemnified) from and against any claim, action, demand, Loss which any of those indemnified pays, suffers, incurs or is liable for arising out of or in connection with:
to the extent caused or contributed to by any act or omission of the Supplier or its Personnel or sub-contractors
The Supply Contract commences on the date it is accepted by the Supplier (or such other date as may be specified in the Supply Contract) and continues until the Supply Contract is terminated or cancelled pursuant to these Terms, or until each party has fulfilled its obligations under the Supply Contract, whichever occurs first.
The relevant nbn Entity may terminate the Supply Contract (in whole or in part) by immediate effect upon written notice to the Supplier:
21. Termination for convenience
The relevant nbn Entity may at any time on at least thirty (30) days' written notice to the Supplier terminate these Terms or one or more Supply Contracts, for convenience and without any requirement to give reasons, in which case that nbn Entity’s sole liability will be to pay the Supplier for all Work Product delivered, and Services duly performed, up to the date of termination.
22. Consequences of Termination
In these Terms and the Supply Contract:
Apportionment Legislation means (i) Part 4 of the Civil Liability Act 2002 (NSW) where any Services are provided in New South Wales, (ii) the Civil Liability Act 2002 (Tas) where any Services are provided in Tasmania; and (iii) Part 1F of the Civil Liability Act 2002 (WA) where any Services are provided in Western Australia.
Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in New South Wales.
Change in Control means the happening of circumstances or events following which a person becomes Controlled by another person, alone or together with any associates, who did not previously Control the first person. For the purposes of this definition, Control is defined in the Corporations Act 2001 (Cth).
Cloud Infrastructure means cloud computing software, hardware or other infrastructure or services, whether public, private, community-based or otherwise.
Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence.
Fees means the amounts payable by the relevant nbn Entity under the Supply Contract for any Goods or Services (including any Work Product).
Goods means goods described in the Supply Contract, and includes all acts, matters and things that may be necessary for and incidental to the proper and efficient supply or use of such goods.
Government Agency means any government or any governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.
Indirect Loss means loss of revenue, loss of profit, loss of goodwill, loss of anticipated savings, loss of opportunity, and any other Loss, not arising naturally and according to the usual course of things from the relevant breach, whether or not such Loss may reasonably be supposed to have been in the contemplation of both parties, at the time they made the contract, as the probable result of the relevant breach.
Intellectual Property Rights means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these Terms or any Supply Contract anywhere in the world.
Law means any applicable statute, regulation, by-law, ordinance, or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government, and includes the common law and equity as applicable from time to time, and any mandatory standards or industry codes of conduct.
Loss means any loss, damage, liability, charge, expense, outgoing, cost, fine, payment (including all legal and other professional costs on a full indemnity basis) of any nature.
Moral Rights means the moral rights set out in the Copyright Act 1968 (Cth) and any similar rights under foreign laws.
Moral Rights Consent means a waiver of Moral Rights to the extent permitted by Law and an unconditional consent sufficient to allow the relevant nbn Entity, each Related Body Corporate of that nbn Entity, and each of their respective licensees and assigns from time to time to use, disclose, reproduce, adapt, copy, publish, perform, exhibit, transmit, communicate, modify and translate the Work Product anywhere in the world, in any form and in any circumstances: (i) which, but for the waiver or consent, would infringe the Moral Rights of any author or performer involved in the creation or performance of the Work Product, including without attributing authorship to any author or performer of any Work Product; and (ii) for any purpose relating to the business of the relevant nbn Entity and/or each Related Body Corporate of that nbn Entity, including in any manner provided in any Supply Contract, or as otherwise agreed by the parties.
nbn Beneficiary means each nbn Entity, and any other company which the relevant nbn Entity designates from time to time, for the purpose of implementing, operating or maintaining nbn’s network in whole or part.
nbn means nbn co Limited ABN 86 136 533 741 of Level 40, 360 Elizabeth Street, Melbourne VIC 3000.
nbn Data means all data and information (whether or not Confidential Information) relating to any nbn Entity, its business, operations, facilities, customers, Personnel, assets, products, sales, transactions, security events, configurations, environments, uses and systems, in whatever form such information may exist and whether entered into, stored in, generated by or processed as part of the Services, Goods or Work Product.
Open Source Materials means any materials which are distributed subject to: (i) the licence terms known as the 'GNU General Public Licence', or the 'GNU Lesser General Public Licence' or any substantially similar licensing terms; or (ii) any other terms authorising use by the public generally, but also requiring modifications, adaptations or derivations of, or enhancements to, those materials to be made available to the public on particular terms.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Personnel means employees, secondees, agents and contractors.
Premises means premises owned, leased or otherwise occupied by an nbn Entity.
Related Body Corporate is defined in the Corporations Act 2001 (Cth).
Services means the services described in the Supply Contract and includes all acts, matters and things that may be necessary for and incidental to the proper and efficient supply or use of such services.
Specifications means, in respect of a Good, Service or Work Product, the requirements for that Good, Service or Work Product set out or referred to in:
In the event of any inconsistency between the Specifications comprised in paragraphs (a) to (c) above, the order of priority of these Specifications will reflect the order in which these Specifications are listed in this definition.
Supplier means the entity identified as the supplier in the Supply Contract.
Terms means these Standard Terms.
Warranty Period means, unless otherwise agreed in writing by the parties:
from the Acceptance Date.
Work Product means all things, materials, documents, information and items developed by or on behalf of the Supplier or its Personnel in the course of or in connection with the supply of the Services in any form whatsoever (including electronic form) and includes all inventions, software, databases, models, drawings, plans, artwork, designs, logos, reports, advices, proposals and records, including all things described as Work Product in the Supply Contract.
In these Terms and the Supply Contract the following rules of interpretation apply unless the contrary intention appears: