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Contract Standards Subscription
Terms and Conditions
Standards Australia Limited
- 1. Definitions
- 1.1. Definitions. Unless the context otherwise requires, capitalised terms used in this Agreement have the corresponding meanings as set out in “Part A – Subscription Details”. In addition:
- (a) Agreement means “Part A – Subscription Details” and these “Part B – Contract Standards Subscription Terms and Conditions”.
- (b) Authorised User means an individual who is authorised by the Subscriber to Utilise the Subscribed Content for a relevant Project under this Agreement, whether the individual is an Internal User or External User.
- (c) Contract Standard means the suite of General Conditions of Contract standards and related documents published by Standards Australia, a list of which can be found at www.standards.org.au/faqs#Copyright-Licenses-for-Contract-Standards-&-Extracts (as updated from time to time).
- (d) External User means an individual Authorised User who is not an Internal User, for example the Subscriber’s external lawyers, contractors, consultants, clients, tenderer, or contracting party (as applicable) who is involved in a Project with the Subscriber (and/or its Related Body Corporate).
- (e) Internal User means:
- (i) in the case where the Subscriber is an individual, the Subscriber themselves.
- (ii) in the case where the Subscriber is an organisation, an individual Authorised User who is an employee of the Subscriber or its Related Body Corporate, for example the Subscriber’s administrative staff, project managers and internal lawyers.
- (f) Permitted Purpose means contract procurement purposes concerning the relevant Project, including to review, offer for tender, negotiate and contract with third parties for that Project.
- (g) Project means a specific project, matter or transaction in which the Subscriber and/or its Related Body Corporate is involved.
- (h) Related Body Corporate has the meaning given to it under s50(1) of the Corporations Act 2001 (Cth).
- (i) Subscription Period means from the Subscription Start Date to the Subscription End Date as specified in “Part A – Subscription Details”.
- (j) Standards Australia or SA means Standards Australia Limited (ABN 85 087 326 690) of Level 9, 20 Bridge St, Sydney NSW 2000, Australia.
- (k) Utilise means to access, view, copy, reproduce, scan, print, modify, add notes, save, communicate, and share the copyright in the Subscribed Content.
- 2. Grant of Licence
- 2.1. Licence. Standards Australia grants the Subscriber a non-exclusive, non-transferable, non-sub-licensable and revocable licence to permit its Authorised Users to Utilise the Subscribed Content for the Permitted Purpose for the relevant Projects during the Subscription Period in the Subscription Territory, subject to the terms of this Agreement.
- 2.2. Subscribed Content. The Subscriber must select the Subscribed Content at the commencement of the Subscription. Once selected, the Subscriber may not change the selection during the Subscription Period.
- 2.3. Project. The Subscriber must only permit its Authorised Users to Utilise the Subscribed Content for the relevant Projects in which the Subscriber (and/or its Related Body Corporate) are involved, and not for any other personal, corporate or transactional purpose. To avoid doubt, the Subscriber may permit its Authorised Users to Utilise the Subscribed Content for multiple Projects under this Agreement for the Subscription Period, provided that it is for a Project that involves the Subscriber (and/or its Related Body Corporate).
- 2.4. Maximum Number of Internal Users. The Subscription Fee is calculated based on the Maximum Number of Internal Users. The Subscriber must ensure that the total number of Internal Users does not exceed the Maximum Number of Internal Users during the Subscription Period. If the Subscriber requires additional Internal Users, the Subscriber may purchase an add-on or a new subscription. To avoid doubt, there is no limit on the number of External Users who may Utilise the Subscribed Content.
- 2.5. Authorised User. The Subscriber must use its best endeavours to ensure each Authorised User:
- (a) understands that they do not have a right to Utilise the Subscribed Content for their personal transactional purpose not related to the Project;
- (b) understands that they do not have a right to further distribute the Subscribed Content except as permitted under clause 4.1 of these “Part B – Contract Standards Subscription Terms and Conditions”; and
- (b) agrees to comply with the relevant conditions of use of the Subscribed Content (e.g. the Authorised User may only use the Subscribed Content for the Permitted Purpose during the Subscription Period).
- 3. Modification to the Subscribed Content
- 3.1. Modification to the Subscribed Content. The Subscriber must use its best endeavours to ensure that, if any modification to the Subscribed Content is made, its Authorised User must:
- (a) clearly and prominently state on the front cover the words “Amended from” followed by the designation of the relevant Contract Standard;
- (b) make clear to the recipient what changes have been made, for example by:
- (i) issuing a mark-up copy showing all changes in-line;
- (ii) issuing a clean copy, accompanied by an annexure which shows or describes the changes (e.g. an annexure called “Deletions, Amendments & Additions”); and/or
- (iii) issuing a clean copy, accompanied by a statement on the front cover that the Contract Standard has been amended, and details of the changes will be provided on request.
- 3.2. Watermarking and Copyright Notice. The Subscriber must use its best endeavours to ensure that its Authorised User include the following watermark or copyright notice on each copy of the Subscribed Content, in a manner that is clear and prominent:
- (a) on the front cover (unless “Annexure only”), a notice substantively as follows: Reproduced and modified by [insert Name and ABN of Subscriber] under Subscription Number [insert Subscription Number] issued by Standards Australia Limited.The Subscriber and its Authorised Users may reproduce and modify this document in accordance with the subscription licence. Any further reproduction is strictly prohibited. All copies of this document must be obtained from the Subscriber. Should the end user be interested in reproducing any content of this document, please contact Standards Australia via “copyright@standards.org.au”.
- (b) on the footer of each page, a notice substantively as follows:
[insert Name and ABN of Subscriber] – Reproduced and modified under Subscription Number [insert Subscription Number] issued by Standards Australia Limited.Note: the text in the square brackets, such as “[insert Name and ABN of Subscriber]” and “[insert Subscription Number]” are placeholders that need to be replaced with the Subscriber’s specific information. - 4. Reproducing and Communicating the Subscribed Content
- 4.1. Sharing of the Subscribed Content. All licences to reproduce and share the Subscribed Content must be obtained from the Subscriber. An Authorised User does not have a right to further distribute or grant another person a right to reproduce the Subscribed Content. However, an Authorised User may share the Subscribed Content with:
- (a) another Authorised User who has obtained a subscription licence to use the Subscribed Content from the Subscriber for the relevant Project; and/or
- (b) another person who has separately obtained a relevant subscription licence from Standards Australia to use the Subscribed Content, provided that the Authorised User is first satisfied that such person has a valid and current subscription licence with Standards Australia.
- 4.2. Public Website. The Subscribed Content must not be made available on a publicly accessible website, unless it is password protected.
- 4.3. No resale. If the Subscriber charges its Authorised Users a fee for the Subscribed Content, such fee must be for cost recovery only. This Agreement does not grant the Subscriber any rights to be a reseller of the Subscribed Content.
- 5. Term and Termination
- 5.1. Term. This Agreement is for the Subscription Period, unless renewed or terminated earlier in accordance with the Agreement.
- 5.2. Reminder. The Subscriber acknowledges it has the responsibility to diarise the relevant Subscription End Date, and Standards Australia will not be responsible for sending out reminder notice (but may do so by way of courtesy).
- 5.3. Renewal. Upon expiry of the Subscription Period, the Subscriber may apply for a renewal of the Subscription. However, there is no obligation on either the Subscriber or Standards Australia to renew the Agreement, and the renewal may be on varied terms.
- 5.3 The Customer indemnifies Standards Australia on a full indemnity basis against any third-party claims arising in connection with this Agreement or the Customer’s use of the MOCS.
- 5.4. Termination. A party (“Non-Defaulting Party) may immediately terminate this Agreement by notice, if the other party (“Defaulting Party):
- (a) has breached any term of this Agreement which is not capable of being remedied;
- (b) has breached any term of this Agreement which is capable of being remedied, and has failed to remedy such breach or non-compliance within 14 days of the date of notice from the Non-Defaulting Party requiring rectification of the breach or non-compliance;
- (c) fails to pay any invoice by the due date, after providing 14 days’ prior written notice of such failure; or
- (d) is undergoing an insolvency event.
- 5.5. Expiry/Termination. Upon expiry or termination of this Agreement (whichever is earlier), and subject to clause 5.6 below, the Subscriber and its Authorised Users must not reproduce, modify, distribute, sub-license or otherwise deal with the Subscribed Content (unless permitted by law). If reasonably requested by Standards Australia, the Subscriber must (and must procure each Authorised User to) deliver or destroy (at SA’s election), all copies of the Subscribed Content, subject to clause 5.6 below.
- 5.6. Reasonable Use. The Subscriber and its Authorised Users may retain and use the contract or document (including draft and final signed versions) which is derived from or based on the Subscribed Content prepared prior to the expiry/termination of the Agreement:
- (a) to maintain a complete record of documents (including for regulatory compliance purposes);
- (b) as reasonably required for its internal business purpose (including for review by its legal or financial advisors); and
- (c) as required or permitted by law (including for litigation purposes).
- 6. Record Keeping and Payment
- 6.1. Record keeping. The Subscriber should endeavour to keep an accurate record of all supplies by it of the Subscribed Content during the Subscription Period, to demonstrate compliance with the terms of this Agreement.
- 6.2. Subscription Fee. The Subscriber must pay the Subscription Fee specified in the Agreement within the prescribed timeframe. The Subscription Fee is non-refundable for change of mind. Standards Australia will issue an invoice for the relevant Subscription Fee. Standards Australia’s standard payment term is 21 days from the date of invoice.
- 6.3. GST. Unless otherwise stated in this Agreement, all consideration and amounts payable under this Agreement are exclusive of GST. If the amount does not expressly include GST, the Subscriber must also pay an amount equal to the GST payable in respect of that taxable supply.
- 6.4. Withholding Tax. If the Subscriber is required by law to make a tax deduction from a payment under this Agreement, it must make the tax deduction to the relevant government agency, provide Standards Australia with a copy of official receipt for the tax deduction, and increase the payment to Standards Australia by the amount necessary to ensure Standards Australia receives the full amount which it would have received if no deduction or withholding had been made.
- 7. Intellectual Property, Confidentiality and Privacy
- 7.1. No Transfer of Intellectual Property. Other than the subscription licence granted, nothing in this Agreement transfers any right, title or interest in the Subscribed Content from Standards Australia to the Subscriber.
- 7.2. Trade Mark. The Subscriber must not use Standards Australia’s trade marks or logos (other than as incorporated in the Subscribed Content or attribution/watermark) in any material without first obtaining written consent from Standards Australia.
- 7.3. Copyright protection. The Subscriber must (and use reasonable endeavours to ensure that its Authorised Users do) take all reasonable efforts as may be appropriate to prevent the unauthorised access, reproduction, distribution or use of the Subscribed Content.
- 7.4. Privacy. To the extent that the Subscriber collects personal information which is provided to Standards Australia under this Agreement (e.g. the names of the Authorised Users and sensitive information such as membership of professional association or trade union of the Authorised Users), the Subscriber:
- (a) is responsible for obtaining any consents from the individuals and making any disclosures which are necessary for both the Subscriber and Standards Australia to comply with the Privacy Act 1988 (Cth) and any applicable privacy and data protection laws; and
- (b) acknowledges and agrees that Standards Australia will handle such personal information in accordance with its Privacy Policy published at www.standards.org.au/privacy-policy (as updated from time to time).
- 8. Warranty and Disclaimer
- Key term: This clause sets out important terms that may limit Standards Australia’s liability under this Agreement.
- 8.1. No Warranty. If the Subscriber is acquiring any goods or services supplied under this Agreement as a consumer, those goods and services come with guarantees under the Australian Consumer Law. Except as required of Standards Australia under the consumer guarantees in the Australian Consumer Law, the Subscribed Content is provided “as is” and “as available”. Any use of the Subscribed Content by the Subscriber is at the risk of the Subscriber. To the extent permitted by law, Standards Australia disclaims all warranties in relation to the Subscribed Content, including without limitation any warranty as to its suitability, legal efficacy, fitness for a particular purpose, currency, or completeness, merchantability and non-infringement and does not accept any liability or responsibility in connection with any loss or damage, including indirect or consequential damages incurred by any person in relation to the use of or reliance on the Subscribed Content.
- 8.2. Limitation of Liability. To the extent Standards Australia is entitled to do so, Standards Australia limits its liability for a failure to comply with a consumer guarantee under the Australian Consumer Law to:
- (a) in the case of any goods supplied to the Subscriber under this Agreement, at Standards Australia's option, the replacement of the relevant goods or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods; and
- (b) in the case of any services supplied to the Subscriber under this Agreement, at Standards Australia's option, the supply of the relevant services again, or the payment of the cost of resupplying the services.
- In all other circumstances, Standards Australia’s liability (if any) to the Subscriber and its Authorised Users is limited to issuing a refund, repair or replacement of the relevant goods.
- 9. General
- 9.1. Subscriber Contact. The Subscriber is responsible for notifying Standards Australia if the details of the Subscriber Contact have changed.
- 9.2. Entire Agreement.
- (a) This Agreement constitutes the entire agreement of the parties and supersedes any previous prior negotiations, representations, understandings or agreements made between the parties regarding the subject matter of this, whether orally or in writing.
- (b) The Subscriber acknowledges and agrees that this Agreement is the sole agreement governing the relationship between them. Neither party is under any obligation to sign or agree to any additional trading terms, code of conduct or any other documents that may be presented after the execution of this Agreement, unless expressly agreed to in writing by both parties.
- (c) No other term or document that modifies this Agreement is applicable unless signed by both parties. In the event of any conflict or inconsistency between the terms of this Agreement and any other documents, including but not limited to any trading terms, purchase orders, or communications between the parties, the terms and conditions of this Agreement shall prevail and take precedence.
- 9.3. Amendment. This Agreement may only be varied by a written document agreed to by each party.
- 9.4. No waiver. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A waiver must be in writing and signed by the party giving the waiver.
- 9.5. Severability. If a term or part of a term of this Agreement is or becomes illegal or unenforceable, it may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.
- 9.6. No assignment. Neither party may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of the other party.
- 9.7. Electronic signature. This Agreement may be executed electronically in accordance with the Electronic Transactions Act 1999 (Cth), and may be exchanged and communicated by email or any other electronic means, each of which is deemed an original of this Agreement for all purposes.
- 9.8. Governing Law. This Agreement is governed by the law applicable in the state of New South Wales, Australia.
Version V1 27 Feb’25