'Agreement' means the Details and these Terms of Services.

'Confidential Information' means all information disclosed in any form or media, which is by its nature confidential or which either of us identify as confidential and all copies, notes and records made of such information.

'CSIRO' means the Commonwealth Scientific and Industrial Research Organisation ABN 41 687 119 230, having its principal office at CSIRO Black Mountain Science and Innovation Park, Clunies Ross Street, Acton, ACT, Australia.

'CSIRO Technical Officer' means the CSIRO officer who will manage and be the CSIRO contact for the Services.

'Details' means the information shown in the 'Contact Details', 'Details of Services', and 'Charges' sections of this Agreement.

'Estimated Delivery Date' means the date the Services will be completed by.

'we', 'us' or 'our' means the Customer and CSIRO severally.

'you' or 'your' means the Customer identified in the Details.

Other capitalised expressions used in this Agreement have the meanings given to them in the Details.

1. CSIRO will perform the Services to professional standards.
2. The knowledge and skills that CSIRO personnel will use to perform the Services have been developed in the course of providing the same or similar services to other customers. CSIRO may develop further knowledge and skills while performing the Services. CSIRO can use such general knowledge and skills for other customers.
3. CSIRO will keep copies of any reports, computer programs or data that form part of the Deliverables and may reproduce and use such reports, computer programs and data for its own internal research and record keeping purposes. CSIRO may compile testing data produced through the Services and publish the aggregated results, provided the Customer and Customer site details are not included.
4. CSIRO will make reasonable efforts to deliver the Deliverables to you by the Estimated Delivery Date. If CSIRO is unable to meet the Estimated Delivery Date then you will be told of any delay and of the revised delivery date for the affected Deliverable to be provided within a reasonable time. Notwithstanding anything in this clause, unless otherwise specified in the Payment Terms, CSIRO will not deliver the Deliverables until the Fee (and any Additional Expenses) have been paid in full.
5. If CSIRO personnel are to perform the Services at your premises then you must ensure that they are provided with a healthy and safe working environment and are properly supervised. It is your responsibility to ensure CSIRO personnel are informed of your policies as to health, safety, security and conduct while on your premises. CSIRO will instruct its personnel while on your premises to comply with all reasonable directions given by you as to health, safety, security and conduct. CSIRO personnel and any motor vehicles they use while performing the services are insured.
6. If CSIRO brings equipment or materials onto your premises that are left in your possession then you are responsible for ensuring such equipment or materials are protected from loss or damage and are not used by unauthorised personnel. If the equipment or materials are lost or damaged while in your possession then you are to reimburse CSIRO for the cost of replacing or repairing such equipment or materials.

1. You must provide the Materials as specified in Details, on time and ensure they are:
   1. suitably packaged, labelled with the CSIRO Agreement # identified in the Details, and labelled with your contact details, the CSIRO Technical Officer's name, a description of the Materials and any appropriate hazard notice;
   2. safely transported and delivered in a condition which is suitable for the Services; and
   3. accompanied by appropriate written instructions such as the materials safety data sheet.
2. In addition, if the Materials are hazardous to health, safety, property or the environment, then prior to delivering the Materials to CSIRO you must provide CSIRO's Technical Officer with written details of the nature and degree of the hazard and appropriate risk control measures, including instructions for safe handling, storage, transportation and disposal.
3. CSIRO will perform the Services using the Materials in the condition in which they are received. CSIRO is not responsible for inspecting the Materials to detect hazards, defects or damage, except to the extent this is expressed to form part of the Services.
4. Where:
   1. you do not provide the Materials on time;
   2. CSIRO determines that the Materials pose an unacceptable hazard to health, safety, property or the environment or are otherwise unsuitable for the Services; or
   3. CSIRO has commenced the Services and determines that it will be unable to complete them using the Materials (for whatever reason, including for example because the Materials are defective, unsuitable or fail any part of any test comprised in the Services),
      then CSIRO will inform you in writing and may either:
      1. terminate this Agreement by written notice; or
      2. suspend the performance of the Services.
      Where CSIRO elects to terminate, CSIRO will refund, on a pro-rata basis, amounts paid by you for the Services but not performed by CSIRO on or before the effective date of termination.
5. Where CSIRO suspends performance of the Services, they will remain suspended until:
   1. you provide CSIRO with suitable replacement Materials;
   2. all outstanding invoices issued by CSIRO to you under this Agreement have been paid; and
   3. any Additional Expenses that will be incurred as a result of the suspension and the need to carry out the Services on the replacement Materials, along with any variation to the Estimated Delivery Date, are recorded between us in writing.
   If the Services remain suspended for a period of 30 days, either of us may terminate this Agreement by written notice and you will be liable to pay for Services conducted prior to the suspension, in accordance with this Agreement.

1. You must pay CSIRO the Fee (and any Additional Expenses) in accordance with the Payment Terms.
2. All invoices issued by CSIRO must be paid within 30 days after the invoice date. If an invoice is not paid on time then you must pay interest on the outstanding amount. Interest is calculated daily at the Westpac Bank Reference Lending Rate plus 2% per annum from the due date until the date the outstanding amount is paid.
3. For GST purposes the Details and any receipts issued by CSIRO are tax invoices. Any additional invoices issued by CSIRO will be in the form of a tax invoice.
4. Goods and services supplied to Australian residents or for use in Australia are subject to tax under the GST law. If you are based overseas, goods or services supplied to you under this Agreement will be treated as GST-free supplies under the GST law in reliance on your assurances that:
   1. you are a non-resident for Australian income tax purposes;
   2. you are not registered or required to be registered for GST purposes in Australia; and
   3. you require the goods and services solely for use in your business or operations outside of Australia.
   If goods or services supplied to you are subsequently classified as taxable because any of your assurances are incorrect, you must reimburse CSIRO on demand for the GST payable (including any interest, fine, penalty or other amount imposed upon CSIRO for failing to collect the GST).
5. The Fee does not include freight, packing and transit insurance charges. If CSIRO has to pay any such charges, then you will be invoiced separately and must reimburse CSIRO for these charges.
6. If you are based overseas:
   1. All international conventions that might import contractual terms into this Agreement are excluded, including the United Nations Convention on Contracts for the International Sale of Goods;
   2. You are responsible for obtaining any necessary import licences or permits and for paying any customs or import duties or taxes on such importation; and
   3. The Fee must be paid to CSIRO in full, without any deduction, withholding, set-off or counterclaim for taxes, excises or duties. If any taxes, excises or duties are imposed then: (i) you will bear and pay all deductions and withholdings of any taxes, excises or duties directly to the relevant authorities; and (ii) separately pay CSIRO enough to ensure that CSIRO receives the full amount of the Fee on the due date.

1. The Deliverables are for the Application. CSIRO is not providing the Deliverables or any part of them for any other purpose.
2. Except to the extent expressly specified in the Details, the Application does not include publishing or providing the Deliverables to any third party.
3. You use the Deliverables at your own risk.
4. CSIRO is not responsible for the consequences of any third party using or relying on the Deliverables.

1. If CSIRO is allowing you to visit CSIRO premises including but not limited to the Location of Services, it is on the condition that you and your personnel comply with:
   1. all Federal and State or Territory laws, rules and regulations applicable at the CSIRO premises; and
   2. the CSIRO Code of Conduct to the extent it is capable of meaningful application to you in connection with your visit to the CSIRO premises and is not inconsistent with the terms of this Agreement; and
   3. all lawful and reasonable directions given by CSIRO or by its personnel concerning:
      1. security and access, and the health and safety of any person at the CSIRO premises, including any requirements for specific accreditations and site inductions prior to entry;
      2. use of any equipment, materials or facilities (such as laboratories); and
      3. use of any computer, electronic or telecommunications device, software, databases or on-line services.
2. You must maintain adequate insurance to cover:
   1. any damage caused by you or your personnel to the CSIRO premises;
   2. any injury to you or your personnel while on the CSIRO premises; and
   3. any loss or damage to any property that you bring onto the CSIRO premises.
3. You and your personnel will treat as Confidential Information any information that comes into the possession of you or your personnel by virtue of their presence upon the CSIRO premises, where such information:
   1. is given or disclosed in confidence by CSIRO personnel; or
   2. relates to or is in connection with research projects or other activities which have been, are or may be conducted by CSIRO.
4. You and your personnel may only take a visual record (such as photographs or video) of the Services being performed by CSIRO where CSIRO has agreed to such record being made. Any visual record may only be taken in the presence of the CSIRO Technical Officer or other CSIRO personnel. No other visual recording is permitted on the CSIRO premises.
   1. If requested, a copy of the visual record must be provided to the CSIRO Technical Officer and CSIRO can retain that visual record for its own purposes.
   2. Any such visual record taken by you or your personnel may only be used for your internal record keeping purposes and must not be provided to any third party or released publicly without CSIRO's prior written consent.

1. Confidential Information must be kept confidential for a period of 5 years commencing on the date you sign this Agreement.
2. We must promptly notify the other if either of us: (a) become aware of any unauthorised disclosure of Confidential Information of the other; or (b) are required by law to disclose any Confidential Information belonging to the other.
3. We each undertake to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other's Confidential Information.
4. The obligation to maintain the confidentiality of Confidential Information does not apply to information which either of us can prove was:
   1. created by our own officers, employees and contractors independently of each other's Confidential Information;
   2. rightfully known by any of us as a consequence of the information being disclosed from an independent source without any limitation on its use or disclosure; or
   3. in the public domain (other than as a result of breach of this Agreement).
5. We may each disclose the other's Confidential Information if required by law, but only to the extent of that legal requirement and after appropriate action is taken to protect the form and content of the disclosure.
6. Notwithstanding anything else in this Agreement, CSIRO may disclose your Confidential Information:
   1. to the extent necessary to comply with a requirement or request of its responsible government Minister or of a House of Parliament or a Committee of Parliament; or
   2. to a responsible authority if CSIRO, acting reasonably, deems the information to expose or relate to a potential risk to public or environmental health or safety.

1. This Agreement does not exclude or limit any guarantee, condition, warranty, right or liability implied into it by law (including the Competition and Consumer Act 2010), the exclusion of which would contravene the law or cause this Agreement to be void ('non-excludable consumer warranties'). This Agreement is at all times to be read subject to such non-excludable consumer warranties
2. CSIRO's liability to you for breach of any term of the Agreement or of any non-excludable consumer warranties is limited, at CSIRO's option, to resupplying the Deliverables or re-performing the Services, or the costs of resupplying the relevant Deliverables or performing the affected part of the Services again.
3. CSIRO will not be liable to you for any loss of data, information, revenue, profit or business opportunity or for any damage to goodwill or reputation which is suffered by you in any way arising from the Services or your use of the Deliverables.

1. Any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, breach, validity or termination (Dispute) must be dealt with in accordance with this clause. This clause does not prevent either of us from seeking urgent injunctive or similar interim relief from a Court.
2. Either of us claiming that there is a Dispute must notify each other in writing and give details of that Dispute to each other’s contact person for the Services.
3. If the Dispute is not resolved within 90 days from the date that the written notice of the Dispute is received, then the Dispute must be submitted to mediation in accordance with, and subject to, the Resolution Institute Mediation Rules. The mediation must take place in Sydney, Australia and be administered by the Resolution Institute.
4. If the Dispute cannot be resolved within 90 days (unless this period is extended by our mutual agreement in writing) from the date it is submitted for mediation, then the Dispute must be resolved by arbitration in accordance with the Resolution Institute Arbitration Rules 2016.
5. There is to be one arbitrator and the place of arbitration is Sydney, Australia. Unless we agree upon an arbitrator, either of us may request a nomination from the Chair of the Resolution Institute. All hearings will take place in private unless agreed otherwise in writing. The decision of the arbitrator (including any award as to costs) will be final and binding. CSIRO may, if required, disclose any information regarding the arbitration to its responsible government Minister, House of Parliament or a Committee of Parliament.

1. CSIRO shall be entitled to terminate this Agreement with immediate effect, by notice in writing to you, in the event that you breach clause 6.1. This Agreement may otherwise be terminated by either party at any time by written notice, if the other party breaches this Agreement and that breach is not remedied within 30 days after receipt of notice to remedy.

1. You may not use CSIRO’s name or trademarks without CSIRO’s prior written consent. This clause does not limit your right to use the Deliverables for the Application as set out in this Agreement.

1. This Agreement records our entire agreement and supersedes all earlier agreements and representations that may have been made by CSIRO to you about the Services.
2. The terms in this Agreement override any contrary terms contained in any invoice, purchase order or other documentation issued by you to CSIRO for the Services.
3. This Agreement is governed by the law applicable to the State or Territory shown in the Location of Services.
4. If any term of this Agreement is prohibited, void or unenforceable under any applicable law, it will be severed to the extent necessary to make this Agreement valid and enforceable. The severance of a term will not affect the validity or enforceability of the remaining terms of this Agreement.