Services Terms and Conditions

1 Master Services Agreement (MSA)

1.1 A Master Services Agreement covering all offered services

DGSG will, subject to the terms and conditions of the Customer Contract, provide the services with the following Terms and Conditions to the Customer.
The full definition of the A Master Services Agreement coveringall offered services and complete terms and conditionscan be found in the various attached Addenda to this MSA.
By joint agreement, and subject to clauses, ‎18 Term and ‎19 Termination, DGSG and the customer may add or remove services, as defined in any attached Addenda, from the Customer Contract, without effecting any remaining services and clauses of this Customer Contract.

1.2 Customer Obligations

During the term of a Contract, Customer agrees to provide DGSG with:
1. All materials and information reasonably requested by DGSG necessary for completion of the Services (if any);
2. Adequate access to Customer's premises, facilities and equipment (if required) for the purposes of performing the Services; and
3. All necessary co-operation and assistance to allow DGSG to provide the Services.
4. The Customer must comply with all applicable laws and must ensure that the Customer’s Employees comply with all applicable laws.

1.3 Customer Policies

When present at the Customer's premises, DGSG will comply with all reasonable directions of the Customer, including but not limited to documented procedures relating to occupational health, safety and security in effect at those premises. This obligation extends to all procedures which are notified to DGSG by the Customer or which might reasonably be inferred by DGSG in all the circumstances.
DGSG also agrees that when working on the Customer's premises, it will comply with all applicable Commonwealth, State and local government laws, regulations and procedures relating to occupational health and safety.

2 Establishment Services

DGSG will, subject to the terms and conditions of the Customer Contract, provide the Establishment Services prior to the Service Commencement Date.

3 Service Level Agreement

The Service Level Agreement (SLA) sets out:
1. the Service Levels that DGSG will achieve in connection with the provision of the Services; and
2. the remedies available to the Customer for any failure by DGSG to achieve the Service Levels.
The SLA does not apply to any feature of the Services not specifically identified in the SLA.
The remedies set forth in the SLA are the Customer’s sole and exclusive remedies for any failure by DGSG to achieve the Service Levels.
1. For the avoidance of doubt, a failure (including a repeated failure) by DGSG to achieve any one or more of the Service Levels will not constitute a material breach of the Customer Contract.

4 Representatives

Each party’s respective Contract Representative will represent that party for the day to day purposes of the Customer Contract.
Each party’s respective Billing Contact will represent that party for invoicing and payment matters relating to the Customer Contract.
Each party’s respective Technical Contacts will represent that party for technical matters relating to the Customer Contract.

5 Fees and Invoicing

5.1 MSA Fees

The DGSG Master Services Agreement covering all offered services and complete terms and conditions Fees are payable in return for the DGSG A Master Services Agreement covering all offered services and complete terms and conditionsServices.
Subject to clause ‎5.1‎ (3), DGSG will invoice the A Master Services Agreement coveringall offered services and complete terms and conditionsFees monthly in advance on the first day of each month.
If the Service Commencement Date is not the first day of the month, DGSG will, on the Service Commencement Date, invoice an appropriate proportion of the A Master Services Agreement coveringall offered services and complete terms and conditionsFees calculated at a daily rate based on the number of days between the Service Commencement Date and the last day of the month (both days inclusive).

5.2 Establishment Fees

The Establishment Fees are payable in return for the Establishment Services.
DGSG will invoice the Establishment Fees on the Service Commencement Date.

6 Payment

6.1 Due Date

The Customer must pay all invoices within 14 days of the invoice date without set-off, counterclaim, withholding or deduction (other than as expressly permitted by the Customer Contract).
If the due date for any payment is not a Business Day, the due date will be the immediately preceding Business Day.
For the avoidance of doubt, the Customer will not be relieved from any obligation under the Customer Contract to pay an invoice solely as a result of DGSG issuing an invoice after the date specified in clause

6.2 Disputed invoices

If the Customer has a bona fide dispute in relation to an invoice (the Disputed Invoice) the Customer must:
1. pay that part of the Disputed Invoice in respect of which no dispute exists by the due date; and
2. in respect of that part of the Disputed Invoice that is disputed, the amount agreed between the parties to be payable, or determined to be payable, must be paid within 14 days of such agreement or determination.

6.3 Interest

DGSG may charge interest on any amount payable under the Customer Contract that is not paid on or before its due date from the due date until it is paid in full, such interest to be calculated on daily balances at the rate of 2% above the per annum business overdraft rate charged by Suncorp-Metway Ltd from time to time and capitalised on the last day of each month if unpaid.

6.4 Suspension

DGSG may suspend the Customer’s access to the Facility, the Data Centre Space and the Service Management Centre if an amount payable under the Customer Contract is not paid within 7 days of its due date and the Customer fails to pay the amount within 7 days of receiving an Access Suspension Notice from DGSG.
DGSG may suspend the provision of power to the Data Centre Space and the provision of all other Services to the Customer if an amount payable under the Customer Contract is not paid within 14 days of its due date and the Customer fails to pay the amount within 14 days of receiving a Service Suspension Notice from DGSG.

6.5 Lien

The Customer grants to DGSG a lien over the Customer’s Equipment for any amount payable under the Customer Contract. If any amount payable under the Customer Contract is not paid within 60 days of its due date, the Customer authorises DGSG to sell any or all of the Customer’s Equipment to recover any such amount, the costs of storing and selling the Customer’s Equipment and other expenses incurred by the Customer in connection with the Customer’s failure to pay such amount.
DGSG is not required to exercise the lien in clause before seeking to recover any unpaid amounts from the Customer, nor will exercise of the lien in clause be DGSG’s sole remedy for recovering any unpaid amounts.

6.6 Credit approval

Provision of the Services is subject to DGSG being satisfied at all times with the creditworthiness of the Customer and granting credit approval to the Customer.
The Customer must provide to DGSG upon request any information required by DGSG to assess the creditworthiness of the Customer.
The Customer consents to DGSG disclosing the Customer’s personal information to credit reporting agencies, to companies who provide commercial credit references, and to any person the Customer authorises DGSG to contact, in each case for the purposes of assessing the Customer’s creditworthiness and deciding whether to grant or continue to provide credit approval to the Customer.
If at any time DGSG is not satisfied with the creditworthiness of the Customer, it may give the Customer a notice requiring the Customer within 14 days to do one or more of the following:
1. pre-pay any Fees;
2. pay a deposit;
3. provide a bank guarantee;
4. other than where the Customer’s securities are listed on a recognised stock exchange, provide a personal guarantee in a form acceptable to DGSG given by a director of the Customer;
5. provide credit card details (with an authority to charge the credit card);
put in place other credit and/or security arrangements satisfactory to DGSG in respect of payment of fees, including the establishment of an automatic bank debit drawn on a debit, credit or other account of the Customer, and the Customer must comply with the notice.

6.7 GST

Any words capitalised in this clause and not already defined in clause ‎26 Definitions have the meaning given to those words in the GST Act.
Except under this clause, the consideration for a Supply made under or in connection with the Customer Contract does not include GST.
If a Supply made under or in connection with the Customer Contract is a Taxable Supply, then at or before the time the consideration for the Supply is payable:
1. the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under the Customer Contract for that Supply); and
2. the Supplier must give the Recipient a Tax Invoice for the Supply.
For clarity, the GST payable under clause ‎6.7‎ (2) is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.
If either party has the right under the Customer Contract to be reimbursed or indemnified by another party for a cost incurred in connection with the Customer Contract, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any).
Where a Supply made under or in connection with the Customer Contract is a Progressive or Periodic Supply, clause ‎6.7‎ (2) applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

7 Confidentiality

7.1 Obligations of confidence

Each party agrees to keep confidential, and not to use or disclose, other than as permitted by the Customer Contract, any Confidential information of the other party provided to or obtained by that party prior to or after entry into the Customer Contract.

The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.

The Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.

The Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

7.2 Time Periods.

The nondisclosure provisions of this Contract shall survive the termination of this Contract and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

7.3 Exclusions

The obligations of confidence in clause ‎7.1 do not apply to Confidential Information:

that is required to be disclosed by applicable law, or under compulsion of law by a court or government agency or by the rules of any relevant stock exchange or regulator, as long as the disclosing party:
1. discloses the minimum amount of Confidential Information required to satisfy the law or rules; and
2. before disclosing any Confidential Information, gives a reasonable amount of notice to the other party in writing and takes reasonable steps (whether required by the other party or not) to maintain such Confidential Information in confidence;
that is in the public domain, otherwise than as a result of a breach of the Customer Contract or other obligation of confidence; or
that is already known by, or rightfully received, or independently developed, by the recipient of that Confidential Information free of any obligation of confidence.

7.4 Restriction on disclosure

Each party may use and disclose Confidential Information of the other party only:

with the prior written approval of the other party; or
to that party’s directors, agents, professional advisors, employees, contractors and permitted sub- contractors solely for the exercise of rights or the performance of obligations under the Customer Contract.
If either party discloses Confidential Information under clause ‎7.4‎0(a), that party must ensure that such information is kept confidential by the person to whom it is disclosed and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.

7.5 Injunctive Relief

Each party acknowledges that:

the other party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information of the other party, and that monetary damages would be an insufficient remedy; and
in addition to any other remedy available at law or in equity, the other party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of this clause.

8 Intellectual Property

8.1 No assignment

The DGSG Material remains the property of DGSG and nothing in the Customer Contract grants the Customer any Intellectual Property Rights in the DGSG Material or other Intellectual Property Rights of DGSG.

8.2 Customer Material

The Customer grants to DGSG a non- exclusive, irrevocable, global licence to exercise the Intellectual Property Rights in any Customer Material in connection with DGSG providing any Services to the Customer.
The licence granted under clause ‎8.2‎ (1) includes the right to sublicense to third parties.
The Customer warrants that use of the Customer Material by DGSG in accordance with clause ‎8.2‎ (1) will not infringe the Intellectual Property Rights or other rights of any third party.

9 Marketing

The Customer agrees that DGSG may refer to the Customer by trade name and trade mark and may briefly describe the Customer’s business in DGSG marketing materials (including its online presence) and in its statutory reports.
The Customer grants DGSG an irrevocable, non-exclusive, royalty free licence to use any of the Customer’s trade names and trademarks solely for the purpose described in clause‎ 9 Marketing‎ (1).

10 Warranties

10.1 Customer Warranties

The Customer warrants that:

It has complied with its duties under any applicable law in force in relation to hazard identification, risk assessment and control measures in the design and manufacture of the Assets and where it is not practicable to comply with those duties, the Customer warrants that it has ensured that the risk arising from the use of the Assets has been eliminated or if it is not practicable to eliminate risk, it has been reduced so far as is practicable. All necessary disclosure of risk has been given, and the Customer further acknowledges and accepts its responsibility, and all associated costs as may be incurred, for complying with occupational health and safety legislation, and all other applicable Australian standards and legislative requirements applying in relation to the Assets.
All personally identifying information and all other data which may be stored on any Asset (where DGSG has not been contracted to remove or delete the information) has been removed, and the Customer hereby indemnifies DGSG against all claims the Customer or a purchaser of the Assets, or any other third party (whether claiming through the Customer or not) might, now or in the future, have against DGSG as a result of the release or disclosure of any confidential or commercially sensitive information that may be stored on or in the Assets at any time prior to the sale of the Assets, and the Customer further indemnifies and will keep indemnified DGSG against all liability and any loss or damage DGSG may suffer as a direct or indirect consequence of the release or disclosure of any confidential or commercially sensitive information that may be stored on or in the Assets at any time prior to the sale of the Assets; and

10.2 DGSG Warranties

DGSG warrants that the Services will be provided in a professional manner with due care and diligence and in accordance with each Program of Work. For the avoidance of doubt, in performing sanitisation of storage media (if applicable) DGSG will sanitise all storage media to DoD 5220.22M and ASCI-33 levels unless otherwise stated in the Program of Work. To the extent permitted by law, all other express and implied warranties of any kind, other than those in this clause, are excluded.

11 Indemnity

11.1 Customer Indemnity

The Customer is liable for, and indemnifies DGSG from and against, all loss or damage (including legal costs) incurred or suffered by DGSG however caused in connection with:

any breach of the Customer Contract by the Customer;
the enforcement of DGSG’s rights in connection with any alleged or actual breach of the Customer Contract by the Customer;
any claim or allegation that Customer Material or the exercise of the rights contemplated by clauses ‎8.2‎(i)or ‎9(ii) infringes the Intellectual Property Rights or other right of any third party;
any claim or allegation arising in connection with the exercise of the rights contemplated by clauses ‎6.4‎ (1) or ‎6.4‎ (2); or
any negligence or act or omission of the Customer or the Customer’s Employees.

11.2 Continuing obligation

Each indemnity contained in the Customer Contract is a continuing obligation notwithstanding:

any settlement of account; or
the occurrence of any other thing,

and it is not necessary for DGSG to incur expense or make payment before enforcing or making a claim under an indemnity.

12 Liability

12.1 Limitation

Subject to clauses ‎12.2 and ‎12.4, any liability of DGSG for any loss or damage, however caused (including by the negligence of DGSG), suffered by the Customer in connection with the Customer Contract is limited to:
1. where Customer suffers loss or damage as a result of a failure by DGSG to meet any Service Level, the Service Credit specified in the Service Level Agreement; and
2. in every other case, an amount equal to the Fees paid by the Customer to DGSG under the Customer Contract in the 12 months prior to the Customer first suffering loss or damage in connection with the Customer Contract.
The limitation specified in this clause is an aggregate limit for all claims, whenever made.

12.2 Consequential loss

Subject to clause ‎12.4, DGSG is not liable for any Consequential Loss however caused (including by the negligence of DGSG), suffered or incurred by the Customer in connection with the Customer Contract.

12.3 Seriousness or nature

For clarity, and without limiting clauses ‎12.1and ‎12.2, the parties agree that clauses ‎12.1and ‎12.2are to apply in connection with a breach of the Customer Contract, anticipated breach of the Customer Contract and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

12.4 Australian Consumer law

Except as contemplated by clause ‎12.4‎0, nothing in the Customer Contract is intended to limit any rights of the Customer under the Competition and Consumer Act 2010 (Cth).

If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by DGSG in connection with the Customer Contract and DGSG’s liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses ‎12.1 and ‎12.2 do not apply to that liability and instead DGSG’s liability for such failure is limited to (at DGSG’s election):

in the case of a supply of goods, DGSG replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or
in the case of a supply of services, DGSG supplying the services again or paying the cost of having the services supplied again.

13 No Reliance

Customer acknowledges that, in entering this Agreement and any Program of Work pursuant to it, it has not relied on any warranty, representation or other promise of any nature not contained in this Agreement or Program of Work.

14 Insurance

The Customer must affect and maintain from a reputable insurance company:
1. all insurances required by law, including workers compensation insurance in accordance with relevant legislation; and
2. public liability insurance for an amount of not less than $5 million per claim.
The Customer must if requested by DGSG, provide DGSG with evidence of the currency of the policies referred to in clause ‎13.

15 Resale

The Customer may resell any Services provided under the Customer Contract, provided the Customer enters into written agreements with any and all parties to which it resells any such Services with terms and conditions at least as restrictive and as protective of DGSG’s rights as the terms and conditions of the Customer Contract.
Notwithstanding any resale of Services provided under the Customer Contract, the Customer remains fully liable for all its obligations under the Customer Contract, including its obligation to pay all Fees under the Customer Contract.
Notwithstanding anything else contained in this clause, the Customer must not without the prior written approval of DGSG resell any Services provided under the Customer Contract to a person that is in competition with DGSG’s business of providing the Services.

16 Sub-Contracting

DGSG may subcontract the performance of any Service, in whole or in part, to any person.
Notwithstanding any such subcontract, DGSG remains fully liable for all its obligations under the Customer Contract.

17 Assignment

The Customer must not assign, in whole or in part, or novate its rights and obligations under the Customer Contract without the prior written approval of DGSG
DGSG may assign, in whole or in part, or novate its rights and obligations under the Customer Contract.

18 Term

18.1 Term of MSA

The terms and conditions of this MSA shall apply to all Customer Contracts entered into during the MSA Term.
Following expiry of the MSA Term, the MSA Term will be automatically extended on a month by month basis until either party terminates the MSA by giving notice to the other party.

18.2 Term of Customer Contract

Each Customer Contract commences on the Service Commencement Date and continues for the duration of the Customer Contract Term.

18.3 Option to Extend Customer Contract

This clause applies if the Customer Contract specifies that there is an option to extend the Customer Contract for a certain period (the Option Period).
The Customer may exercise the option to extend the Customer Contract Term (or, if there is more than one option to extend, the first option to extend) provided that:
1. the Customer gives DGSG a notice at least 6 months before the expiry of the Customer Contract Term specifying that the Customer is exercising its option to extend the Customer Contract Term (time being of the essence); and
2. when the Customer gives the notice and upon the expiry of the Customer Contract Term, the Customer is not in material breach of the Customer Contract or any other Customer Contract or, if it is, that material breach has been waived by DGSG.
If the Customer gives a notice under clause ‎18.3 (1)-(2) and clause ‎18.3 ‎(2)(1) is satisfied, then the Customer Contract is extended for the Option Period and each party must continue to comply with its obligations during the extended Customer Contract Term on the same terms as set out in the Customer Contract, except that:
1. the Fees at the commencement of the extended Customer Contract Term will be determined as set out in clauses ‎18.3‎(iv)to ‎18.3‎(v);
2. the number of options to extend available to the Customer will be reduced by 1; and
3. any terms of the Customer Contract intended to apply only for the initial Customer Contract Term shall no longer apply.
The Fees at the commencement of the extended Customer Contract Term will be adjusted so that they are commensurate with then-current market rates as agreed between the parties.
In the event that the parties are unable to agree on the then-current market rates for the Fees by the date which is 90 days prior to the commencement of the extended Customer Contract Term either party may give notice in writing to the other party within 7 days of that date (time being of the essence) terminating the Customer Contract with effect from the expiry of the then-current Customer Contract Term.
If neither party terminates the Customer Contract pursuant to clause ‎18.3‎ (4) and if the parties are still unable to agree on the then- current market rates for the Fees by the commencement of the extended Customer Contract Term, then the Fees at the commencement of the extended Customer Contract Term will be the then-current market rates for the Fees as determined by DGSG.

18.4 Automatic Extension of Customer Contract

This clause only applies if there is no option to extend the Customer Contract or if all options to extend the Customer Contract have been exhausted.
The Customer Contract Term will be extended automatically for successive 12 month terms unless either party gives notice to the other at least 90 days before the end of the Customer Contract Term that it does not want the Customer Contract Term to be extended.

19 Termination

19.1 Termination by DGSG

DGSG may terminate the Customer Contract by written notice to the Customer if:

the Customer fails to pay any amount payable under the Customer Contract within 30 days of its due date;
the Customer fails to pay any amount payable under the Customer Contract on or before its due date on more than 3 occasions in any rolling 12 month period;
the Customer commits a material breach of the Customer Contract which is incapable of remedy;
the Customer commits a material breach of the Customer Contract which is capable of remedy and the Customer fails to remedy the breach within 30 days of receiving a notice from DGSG requiring the Customer to remedy the breach;
the Customer is repeatedly in breach of the Customer Contract (where the breach being repeated is the same, related or significantly similar to the previous breaches) such that the repeated breaches can be considered to constitute a material breach;
DGSG terminates any other Customer Contract between the Customer and DGSG;
the Customer suffers an Insolvency Event;
except where the Customer’s securities are listed on a recognised stock exchange, the Customer suffers a change in Control and does not obtain DGSG’s prior written approval to that change in Control;
a Force Majeure Event prevents DGSG from performing all or substantially all of its obligations under the Customer Contract for a period exceeding 60 days; or
a Change in Law makes it commercially unviable (in the reasonable opinion of DGSG), or illegal, for DGSG to continue to provide the Services.

19.2 Termination by the Customer

The Customer may terminate the Customer Contract by written notice to DGSG if:

DGSG commits a material breach of the Customer Contract which is incapable of remedy;
DGSG commits a material breach of the Customer Contract which is capable of remedy and DGSG fails to remedy the breach within 30 days of receiving a notice from the Customer requiring DGSG to remedy the breach;
DGSG suffers an Insolvency Event;
a Force Majeure Event prevents DGSG from performing all or substantially all of its obligations under the Customer Contract for a period exceeding 60 days.

19.3 Consequences of termination

Termination of the Customer Contract does not affect any accrued rights or remedies of a party.
If the Customer Contract is terminated pursuant to any of clauses ‎19.1(a)to ‎19.1(h), the Customer must pay to DGSG on demand an amount equal to all Fees that would have become payable under the Customer Contract had the Customer Contract not been so terminated.

20 Severability.

If a court finds any provision of this MSA invalid or unenforceable, the remainder of this MSA shall be interpreted so as best to affect the intent of the parties.

21 Force Majeure

DGSG will not be:

in breach of the Customer Contract as a result of; or
liable for, any failure or delay in the performance of DGSG’s obligations under the Customer Contract to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event or any act or omission of the Customer or the Customer’s Employees.

22 Inconsistencies

To the extent of any inconsistency:

The special conditions specified in the Schedule will prevail over these terms and conditions;
The special conditions specified in the Service Order will prevail over the other terms in the Service Order; and
The Service Order will prevail over this MSA.

23 Dispute Resolution

If any bona fide dispute or disagreement arises under this Agreement or a Program of Work (Dispute), a party must not commence court proceedings unless it has first complied with this clause.
A party must give written notice (Dispute Notice) to the other party that a Dispute exists specifying the nature, and providing details of the Dispute.
Within five (5) days of service of a Notice, the parties must hold discussions in good faith in an attempt to resolve the Dispute.
If the Dispute is not resolved within twelve (12) days of service of the Notice, then the parties shall refer the Dispute to the appropriate senior officer of each party who has authority to resolve the dispute and who shall promptly meet and endeavour to resolve the Dispute.
If the Dispute has not been resolved within nineteen (19) days of service of the Notice, then the parties shall refer the Dispute to mediation.
A party may commence court proceedings at any time where that party seeks urgent interlocutory relief.

24 Notices

24.1 Method of Giving Notices

A notice required or permitted to be given by one party to another under the Customer Contract must be in writing and:

in the case of notices to DGSG, must be marked to the attention of the Company Secretary and:
be delivered to Unit G3, 383 Boundary Street, Spring Hill QLD 4000, or such other address notified by DGSG to the Customer; or
be sent by registered mail to Unit G3, 383 Boundary Street, Spring Hill QLD 4000, or such other address notified by DGSG to the Customer; or
be sent by email to sales@dgsg.com.au, or such other email address notified by DGSG to the Customer;
in the case of notices to the Customer, must be addressed to the Contract Representative and:
be delivered to the Contract Representative’s address set out in the Master Services Agreement Schedule, or such other address notified by the Customer to DGSG; or
be sent by registered mail to the Contract Representative’s address set out in the Master Services Agreement Schedule, or such other address notified by the Customer to DGSG; or
be sent by email to the Contract Representative’s email address set out in the Master Services Agreement Scheduleor such other email address notified by the Customer to DGSG.

24.2 Time of Receipt

A notice given to a party in accordance with clause ‎24.1 Method of Giving Notices is treated as having been given and received:

if delivered to a party's address, on the day of delivery if a Business Day, otherwise on the next following Business Day;
if sent by registered mail, on the third Business Day after posting;
if sent by email to a party’s email address and a notification is not received by the sending party that the email was unable to be sent, on the day of sending if a Business Day, otherwise on the next following Business Day.

25 General

The laws of Queensland, Australia govern the Customer Contract.
Each party irrevocably submits to the non- exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
Where the Customer Contract contemplates that DGSG may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, DGSG may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless the Customer Contract expressly requires otherwise.
Unless expressly stated otherwise, the Customer Contract does not create a relationship of employment, trust, agency or partnership between the parties.
Each provision of the Customer Contract will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed, and the remainder will be read and construed as if the severable provision had never existed.
The Customer Contract represents the parties’ entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.
A right under the Customer Contract may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in the waiver.
The failure to exercise any right provided in the Customer Contract shall not be a waiver of prior or subsequent rights.
All terms of the Customer Contract which by their nature should survive expiry or termination shall survive expiry or termination (as the case may be) including indemnities, limitations of liability, exclusions of liability and obligations of confidentiality.
This Agreement and any Service Order or Program of Work may be executed in counterparts, each of which when executed will be deemed to be an original and all of which will be taken together to constitute one agreement.

26 Definitions and Interpretation

26.1 Definitions

In this Agreement and the Customer Contract:

Acceptance Tests means any functional tests described in a Program of Work, or in default, any standard tests normally used by DGSG.

After Hours means the hours outside the Business Hours.

Agreementmeans this document, a Schedule of Managed Services (if entered into by the parties) and any Statement of Work entered into by the parties.

Assets mean the Customer’s goods and chattels, which the Customer has instructed DGSG to manage pursuant to a Program of Work.

Business Day means a day that is not a Saturday, Sunday or a public holiday in the State in which the Services are to be performed.

Confidential Information means all information relating to the business or products that could have commercial value or other utility in the business in which Disclosing Party is engaged, Such information includes financial, legal, trading or marketing information, designs, drawings, know-how, intellectual property, methods, processes, procedures, systems, designs, techniques, manuals, instructions and other apart from that information already in the public domain or information disclosed by a party pursuant to any law or order of any court. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information

Consequential Loss means loss of revenues, loss of reputation, consequential loss, loss of profits, indirect loss, loss of bargain, loss of actual or anticipated savings, lost opportunities, including opportunities to enter into arrangements  with third parties and loss or corruption of data.

Consumer Price Index(CPI) means the Consumer Price Index (Weighted Average Eight Capital Cities) published by the Australian Bureau of Statistics.

Contract Representative means, in respect of a party and a Customer Contract, the person identified in this document or a Program of Work as being that party’s Contract Representative, or any replacement of such person nominated by the relevant party.

Customer means that party specified as such in this Agreement and any Program of Work and its successors and permitted assigns.

Customer Contract has the meaning given to it in the paragraphs following the Master Services Agreement Schedule.

Customer Material means any Material provided or to which access is given by the Customer to DGSG for the purposes of the Customer Contract.

Customer’s Employees means the Customer’s employees, officers, consultants, agents, contractors, invitees, licensees and customers and the end users of the Services, or any of them.

Equipment means the physical or virtual Equipment set out in the relevant Statement of Work and may include both hardware and software (if any) and is the property of either the Supplier or the Customer (as specified).

Facility Rules means rules relating to the operation and management of the Facility and the provision of the Services, as added to, amended or replaced by DGSG from time to time (subject to clause 1.3).

Force Majeure Event means any event that occurs beyond the reasonable control of the parties including (but not limited to) natural catastrophes, a failure of DGSG to supply parts or materials, government acts or omissions or a change in laws or regulations.

GST means the goods and services tax prescribed under the GST Act or any replacement or subsequent similar tax.

GST Act means for the purpose of any supplies made in Australia, A New Tax System (Goods and Services) Act 1999 (Cth).

Insolvency Event means in relation to a party, any one or more of the following:

(i) the party may be presumed insolvent under s459C of the Corporations Act 2001; or

(ii) the party has entered into a compromise or arrangement with, or assignment for the benefit of any of its members or creditors.

Intellectual Property Rights means any intellectual or industrial property rights throughout the world, including any patent, trademark or service mark, copyright, design, trade secret, confidential information, semiconductor or circuit layout right or moral right, whether registered or not.

Milestone Charges means fees (if any) referred to as such in the Statement of Work as being charged during an Implementation Stage.

Out of Scope Work means any Services performed or work provided that is not included in the Services as agreed by the parties.

Out of Pocket Expenses means of the cost of any airfares, car rental, taxi fares or other ground transportation costs, parking, telephone calls, accommodation, meals, safety clothing or other incidental costs, incurred by DGSG in providing the Services, to be charged to Customer at cost. Economy class airfares apply to all travel with an elapsed time from airport to airport of less than four (4) hours, and business class applies for all travel with duration of four (4) hours and over. Accommodation will be in an appropriate business class hotel for the location.

DGSG means D& G Solutions Group Pty Ltd ABN 87 166 730 178 and its successors and permitted assigns and sub - contractors.

Program of Work means a completed form or document (and may include a purchase order from the Customer, or a Quotation from DGSG), specifying the Services to be provided, the fees payable and any other major terms. The Program of Work must set out the: -

Details of the nature and content of the Services to be provided by DGSG to Customer;
Details (if relevant) of the Assets to be managed;
Specific deliverables to be provided by DGSG;
Where available, timetable for delivery of the Services, including commencement date, milestone dates and completion date;
Estimated Services Fees and Commissions; and
Any other relevant or unique details.

Service Fees means the fees payable by Customer to DGSG specified in a Program of Work.

Servicesmean the IT asset management services provided by DGSG to a Customer as specified in a Program of Work

Regulatory Event means any legal or regulatory change, which affects the provision of the Services in any way, or the rights or obligations of a Party under the Agreement.

Service Fees means the fees the Customer will pay for the Services as set out in the relevant Statement of Work or this Master Services Agreement.

Services means the services described in the relevant Statement of Work, Schedule of Managed Services or otherwise agreed in writing between the parties.

Schedule of Managed Services means a document containing terms and conditions specific to the provision of Managed Services, which will be subject to this Master Services Agreement if signed by the parties.

Standard Charge out Rate means the hourly rates charged for Out of Scope Work as published and provided by the Supplier to the Customer from time to time.

Statement of Work, see Program of Work

Term means the term specified in Master Services Agreement Scheduleof this Master Services Agreement or relevant Statement of Work and in the case of Managed Services includes the Implementation Stage and the Service Term referred to in the Statement of Work.

26.2 Interpretation

In this Agreement, a Service Order and the Customer Contract, except where the contrary intention is expressed:

the singular includes the plural and vice versa, and a gender includes other genders;
“including" and similar expressions are not words of limitation;
clause headings are for convenience only; and
monetary references are to Australian Currency.