Purchase Order Terms and Conditions

• These Terms apply to each Purchase Order (PO) issuedby Standards Australia (SA) for goods and/or services.
  
• 1. Definitions and interpretation
  
• 1.1 In these Terms, unless the context otherwise requires:
  “Business Day” means a day other than a Saturday, Sunday or public holiday in New South Wales.
  “Confidential Information” means all non-public information disclosed by or on behalf of SA, including SA Data, commercial information, security information and intellectual property, but excluding information that the Supplier can establish is lawfully public, already known without restriction, independently developed, or lawfully received from a third party.
  “Deliverables” means all outputs, materials, reports, data, documentation, software or other items created or supplied in connection with the Services.
  “Intellectual Property Rights” means all intellectual property rights, including: (a) copyright, patents, trademarks (including goodwill in those marks), designs, trade secrets, know-how, rights in circuit layouts, domain names and any right to have confidential information kept confidential; (b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and (c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist in Australia or elsewhere, whether or not such rights are registered or capable of being registered.
  “Goods” means the goods specified in the PO.
  “Personal Information” means has the meaning given in the Privacy Act 1988 (Cth).
  “PO or Purchase Order” means SA’s written instruction to the Supplier to provide Goods and/or Services, including its Special Conditions and attachments.
  “SA Data” means all data, information and materials supplied by or on behalf of SA, or accessed, generated, stored or processed by the Supplier in connection with thePO.
  “Services” means the services specified in the PO.
  “Special Conditions” means any conditions expressly identified as special conditions inthe PO.
  “Supplier” means the entity named in the PO supplying the Goods and/or Services.
  “Terms” means these Purchase Order Terms and Conditions.
• 2. Agreement, priority and acceptance
  
• 2.1 The agreement comprises, in descending order of priority: (a) the Special Conditions; (b) the PO and its attachments; and (c) these Terms.
• 2.2 The agreement constitutes the entire agreement for the Goods and/or Services. Any Supplier terms, including terms in a quote, proposal, portal, invoice, click-wrap, delivery docket or other document, do not apply unless SA expressly agrees to them in writing. SA will not be taken to have accepted Supplier terms merely because it receives, acknowledges or pays an invoice, accesses a portal, accepts delivery or permits performance. Nothing in this clause excludes any Special Conditions or any Supplier terms that SA has expressly accepted in the PO or another written agreement signed or approved by SA.
• 2.4 No amendment or variation is effective unless in writing and signed or otherwise expressly approved by authorised representatives of both parties. The Supplier must not unilaterally vary any price, service level, policy or incorporated document.
• 2.5 SA may cancel the PO at any time before acceptance without liability and, after acceptance, may terminate under clause 20.
• 3. Scope, personnel and Supplier obligations
  
• 3.1 The Supplier must provide the Goods, Services and Deliverables strictly in accordance with the PO, including all scope, specifications, deliverables, milestones, service levels, acceptance criteria and pricing.
• 3.2 The Supplier must perform its obligations in a timely, efficient, proper and professional manner, with due care, skill and diligence, using suitably trained, qualified, skilled and experienced personnel, and in accordance with applicable laws, agreed timeframes, specifications, good industry practice and SA’s reasonable directions.
• 3.3 If the PO identifies key personnel, the Supplier must not replace them without SA’s prior written consent and must promptly provide a suitably qualified replacement acceptable to SA.
• 3.4 The Supplier must promptly notify SA of any actual or anticipated issue affecting scope, timing, quality, security, compliance or cost and propose mitigation. Notice does not relieve the Supplier of its obligations.
• 4. Ethical conduct, conflicts and use of SA brand
  
• 4.1 The Supplier must act ethically, transparently and with integrity; avoid bribery, fraud and corruption; comply with SA’s notified Supplier Code of Conduct; and not act in a manner reasonably likely to harm SA’s reputation.
• 4.2 The Supplier must promptly disclose any actual, potential or perceived conflict of interest and comply with SA’s reasonable directions to manage, mitigate or remove it. SA may terminate if the conflict cannot be adequately managed.
• 4.3 The Supplier must not use SA’s name, trademarks, logos or identify SA as a customer in publicity, case studies or marketing without SA’s prior written consent. Any consent is limited to its stated purpose, may be revoked and ends on expiry or termination.
• 5. Goods
  
• 5.1 Goods must be new (unless expressly disclosed by the Supplier, and accepted in writing by SA), free from defects, of acceptable quality, fit for their disclosed or reasonably apparent purpose, match all descriptions, samples and specifications, and comply with applicable laws and mandatory standards.
• 5.2 Title to Goods passes to SA on the earlier of delivery and payment. Risk passes only on delivery and acceptance. The Goods must be supplied free from any security interest, lien or encumbrance.
• 6. Delivery, time and service levels
• 6.1 The Supplier must meet all delivery dates and milestones. Time is of the essence where the PO states a date is critical or the circumstances make timely performance essential.
• 6.2 The Supplier must immediately notify SA of delay or risk of delay and take all reasonable steps, at its cost, to mitigate it. SA may require a remediation plan.
• 6.3 Where the PO includes service levels or KPIs, the Supplier must measure and report against them and provide the specified credits or remedies. Service credits are not SA’s sole remedy unless the PO expressly states otherwise.
• 7. Inspection, testing and acceptance‍
• 7.1 SA may inspect and test Goods, Services and Deliverables before or after delivery. Inspection, use, payment or delay in inspection does not constitute acceptance or waive any right, except to the extent SA has expressly accepted the relevant Goods, Services or Deliverables under this agreement.
• 7.2 Acceptance occurs only when SA gives express written acceptance or the applicable acceptance criteria in the PO are satisfied. Where the PO does not specify an acceptance process or acceptance criteria, SA will review the relevant Goods, Services or Deliverables within 10 Business Days after delivery, or such longer period as is reasonably required having regard to their nature and complexity, and either accept them or notify the Supplier of any material non-conformity. Silence, use or payment is not, of it self, deemed acceptance.
• 7.3 SA may reject any Goods, Services or Deliverables that are defective, incomplete or non-conforming. At SA’s election, the Supplier must promptly and at its cost repair, replace, reperform or correct them, or refund the applicable amount.
• 8. Pricing, invoices and payment
• 8.1 Prices are fixed, stated in Australian dollars unless the PO says otherwise, and inclusive of all costs, expenses, packaging, transport, duties and charges. GST is payable only where applicable and supported by a valid tax invoice.
• 8.2 The Supplier must not exceed any cap or incur reimbursable expense without SA’s prior written approval.
• 8.3 A valid invoice must quote the valid PO number, identify the relevant Goods, Services, Deliverables or milestone, separately identify GST, and include any supporting information reasonably required by SA.
• 8.4 SA will pay any undisputed portion of a correctly rendered invoice within 30 days after receipt, provided the relevant Goods, Services or Deliverables have been accepted or are not subject to a good faith dispute. SA may withhold only amounts disputed in good faith and will pay any undisputed portion when due. SA may set off amounts owed by the Supplier.
• 8.5 Late fees or interest are payable only if expressly stated in the PO, the invoice is undisputed, remains unpaid more than 30 days after its due date, and the Supplier has issued a written reminder. Any rate must be reasonable.
• 9. Warranties
• 9.1 The Supplier warrants that it has authority to enter the agreement; all information it provides is true, correct and not misleading; it has good title to, or the right to supply, the Goods and to transfer title to SA freefrom any security interest, lien, encumbrance or other third-party interest; and the Goods, Services and Deliverables comply with the agreement, applicable laws and rights of third parties.
• 9.2 The Supplier warrants that the Services will be performed with due care, skill and diligence; Deliverables will be complete, accurate, fit forpurpose and free from material defects; and SA’s permitted use will not infringe third-party rights.
• 10. Intellectual property
• 10.1 Each party retains ownership of intellectual property existing before the PO or developed independently of it (Background IP).
• 10.2 On creation, the Supplier assigns to SA all intellectual property rights in Deliverables created specifically for SA, excluding Supplier Background IP. The Supplier must execute documents and obtain personnel consents necessary to give effect to this clause.
• 10.3 The Supplier retains ownership of its Background IP, including standard products, platforms, tools, templates, methodologies, know-how, generic code and improvements. To the extent Supplier Background IP is embedded in or necessary to use, receive the benefit of, maintain or adapt the Deliverables, the Supplier grants SA a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify and adapt that Supplier Background IP for SA’s internal business purposes and for the purposes contemplated by the PO. SA may permit its personnel, related bodies corporate, professional advisers and service providers to exercise those rights on SA’s behalf, provided they do so for SA’s benefit and not to commercialise the Supplier Background IP as a standalone product or service.
• 10.4 The Supplier warrants that the Deliverables supplied to SA will not infringe or otherwise breach any third-party intellectual property rights.
• 11. Artificial intelligence
• 11.1 The Supplier must disclose any use of artificial intelligence systems or tools that involves SA Data, Confidential Information or SA intellectual property, or materially contributes to or affects a Deliverable.
• 11.2 The Supplier must not input SA Data into an AI system without SA’s prior written consent; use SA Data to train, fine-tune, test or improve an AI system; or permit AI use to cause unauthorised access to or disclosure of SA Data.
• 11.3 Where SA has approved the Supplier’s use of an AI system, the Supplier
• (a) must apply appropriate human oversight, review and validation to AI-assisted outputs and remains fully responsible for all Services and Deliverables; and
• (b) must not use SA Data to train, fine-tune or improve any model.
• 11.4 Routine AI-enabled security, productivity or support tooling is permitted only where it does not expose SA Data to unauthorised access, materially affect a Deliverable, or reduce the Supplier’s responsibility for the Services and Deliverables.
• 12. Confidentiality
• 12.1 The Supplier must keep SA’s Confidential Information confidential, use it only to perform the agreement, and disclose it only to personnel and professional advisers who need to know and are bound by obligations no less protective than this clause.
• 12.2 The Supplier must protect Confidential Information using at least the same care it uses for its own confidential information and no less than reasonable care, and promptly notify SA of any unauthorised access, use or disclosure.
• 12.3 On request, expiry or termination, the Supplier must return or securely destroy Confidential Information, except where retention is required by law. These obligations continue while the information remains confidential; trade secrets remain protected indefinitely.
• 13. Privacy, data security and sovereignty
• 13.1 The Supplier must comply with the Privacy Act 1988 (Cth), all other applicable privacy and data protection laws, and SA’s notified privacy and data handling requirements.
• 13.2 The Supplier may access and use Personal Information and SA Data only as necessary to perform the agreement and must implement technical and organisational measures proportionate to its sensitivity and risk, including access controls, authentication, encryption where appropriate, secure backups, logging and monitoring.
• 13.3 The Supplier must not transfer, host, process or permit access to Personal Information outside Australia unless the Supplier has taken reasonable steps to ensure relevant country, subprocessorpurpose are disclosed in the overseas recipient is subject to privacy protections comparable to those required under the Privacy Act 1988 (Cth), PO or SA has otherwise approved the transfer, hosting, processing or access by SA in writing. The Supplier must, on request, disclose the relevant countries, recipients and purposes on request and maintain contractual, technical and organisational safeguards proportionate to the nature and sensitivity of the Personal Information and no less protective than those required under this agreement.
• 13.4 The Supplier must notify SA promptly, and in any event within 72 hours after becoming aware, of any actual or suspected data breach or security incident, provide all reasonably requested assistance, preserve evidence and take corrective action.
• 13.5 On request, expiry or termination, the Supplier must return SA Data in a usable format and securely delete remaining copies, subject to law, and certify completion if requested.
• 14. Business continuity
• 14.1 If the Goods or Services are critical or time-sensitive, the Supplier must maintain and regularly test proportionate business continuity and disaster recovery arrangements, promptly notify SA of any activation or material disruption, and meet any recovery objectives stated in the PO.
• 14.2 On request, the Supplier must provide reasonable evidence or summaries of its continuity arrangements and testing results.
• 15. Compliance with laws and audit evidence
• 15.1 The Supplier must comply with all applicable laws, including work health and safety, anti-bribery, anti-corruption, sanctions and modern slavery laws, and obtain all licences and approvals required to perform the agreement.
• 15.2 The Supplier must provide reasonable evidence of compliance and cooperate with any proportionate audit or assurance request relating to the agreement, security, privacy, insurance or regulatory obligations.
• 16. Insurance
• 16.1 The Supplier must maintain insurance appropriate to the Goods, Services and related risks, including workers compensation as required by law and, where applicable, public and products liability, professional indemnity and cyber insurance.
• 16.2 Insurance must remain in force for the agreement term and any reasonable run-off period. The Supplier must provide certificates of currency on request. Insurance does not limit the Supplier’s liability.
• 17. Indemnity
• 17.1 The Supplier indemnifies SA and its officers, employees and agents against loss, liability, damage, cost and expense arising from third-party claims to the extent caused by: (a) the Supplier’s wilful misconduct, negligence or wrongful act or omission; (b) infringement of intellectual property rights; (c) breach of confidentiality; or (d) breach of privacy or data protection obligations.
• 17.2 The indemnity is reduced to the extent loss was caused by SA’s negligence or actions. SA must give reasonable notice of a claim and reasonable cooperation, at the Supplier’s cost. The Supplier must not settle a claim in away that admits liability or imposes an obligation on SA without SA’s prior written consent.
• 18. Australian Consumer Law
• 18.1 Nothing in this agreement is intended to restrict, modify, or waive any rights, guarantees, remedies protections that SA may have under the Australian Consumer Law.
• 19. Subcontracting and assignment
• 19.1 The Supplier must not subcontract, assign or novate any obligation or right without SA’s prior written consent. SA may impose reasonable conditions or require removal or replacement of a subcontractor on reasonable security, performance, compliance or conflict grounds.
• 19.2 The Supplier remains fully responsible for subcontractors and must ensure they comply with equivalent obligations, including for confidentiality, privacy, data security, intellectual property and applicable laws.
• 19.3 SA may assign or novate the agreement to a related body corporate or successor to the relevant business on written notice.
• 20. Termination and consequences
• 20.1 SA may terminate for convenience by giving 14 days’ written notice, or any other notice period stated in the PO. On termination for convenience, SA will pay for conforming work performed or goods delivered and accepted, or capable of acceptance under clause 7, in accordance with this agreement before the effective termination date and documented, unavoidable, non-cancellable third-party costs reasonably incurred before notice, provided the Supplier mitigates those costs and does not recover lost profit, opportunity loss or termination charges.
• 20.2 SA may terminate immediately if the Supplier commits a material breach incapable of remedy, fails to remedy a remediable material breach within the period stated in SA’s notice, becomes insolvent, engages in misconduct, or has an unmanageable conflict of interest.
• 20.3 The Supplier may terminate only if SA commits a material breach and fails to remedy it within 30 days after written notice, or SA becomes insolvent, subject to applicable law.
• 20.4 On expiry or termination, the Supplier must cease affected work as directed, mitigate costs, deliver completed and work-in-progress Deliverables, return SA property and information, assist transition where reasonably requested, and refund prepaid amounts for undelivered or unaccepted items.
• 20.5 SA will pay for conforming Goods, Services and Deliverables accepted before termination and any unavoidable, reasonable, substantiated costs expressly approved by SA, but not lost profit, loss of opportunity or termination charges.
• 21. Force majeure
• 21.1 A party is not liable for delay caused by an event beyond its reasonable control, except for payment obligations, if it promptly notifies the other party, gives details and expected impact, mitigates the effects and resumes performance as soon as practicable.
• 21.2 SA may terminate the affected part of the agreement if the event materially prevents performance for 30 consecutive days or materially undermines the purpose of the PO.
• 22. Disputes
• 22.1 A party claiming a dispute must give written notice describing it. The parties must first seek resolution through good-faith discussions and escalation to senior representatives.
• 22.2 The process is non-binding and does not prevent urgent interlocutory, injunctive or equitable relief or commencement of court proceedings. Unless the agreement has ended, each party must continue performing unaffected obligations where reasonably practicable.
• 23. General
• 23.1 Notices must be in writing and sent to the contact or address stated in the PO, or another address notified in writing.
• 23.2 A waiver is effective only in writing and does not waive a later breach. If a provision is invalid or unenforceable, it is read down to the minimum extent necessary and the remainder continues.
• 23.3 The Supplier is an independent contractor and has no authority to bind SA. Nothing creates a partnership, agency, employment or fiduciary relationship.
• 23.4 Clauses intended by nature to continue, including confidentiality, privacy, data security, intellectual property, indemnity, liability, audit, dispute and accrued rights, survive expiry or termination.
• 24. Governing law
• 24.1 The agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

Last Updated: 14 October 2026