General Terms and Conditions

1.1 General Conditions of Quotation

Information contained in this quotation is accurate to the best of DGSG’s knowledge at the date of this document and is confidential information.

D & G Solutions Group is the prime contractor in this agreement.

Notwithstanding any language to the contrary contained in your acceptance, no terms or conditions stated in the purchase order or other order documentation (excluding a Program of Work) will be incorporated into or form any part of the agreement, and all such terms or conditions will be null and void.

1.2 Notices

Notices issued pursuant to the Agreement should be as follows:

1.2.1 D & G Solutions Group

Attention: Gary Staples

Address: Unit G3, 383 Boundary Street, Spring Hill QLD 4000

1.3 Customer Obligations

During the term of a Scope of Work, Customer agrees to provide DGSG with:

a) All materials and information reasonably requested by DGSG necessary for completion of the Services (if any);

b) Adequate access to Customer's premises and facilities (if required) for the purposes of performing the Services; and

c) All necessary co-operation and assistance to allow DGSG to provide the Services.

1.4 Customer Warranties

The Customer warrants that:

(a) 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.

(b) 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

1.5 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.

DGSG’s liability for breach of any condition or warranty unable to be excluded or modified by contract is limited, at the option of DGSG, to one or more of the following:

i. If the breach relates to goods:

ii. The replacement of the goods or the supply of equivalent goods;

iii. The repair of the goods;

iv. The payment of the reasonable cost of replacing the goods or of acquiring equivalent goods; or

v. The payment of the reasonable cost of having the goods repaired; and

vi. If the breach relates to services:

i. The supplying of the services again;

ii. The payment of the reasonable cost of having the services supplied again.

1.6 Title in Assets

Title to and risk in the Assets remains vested in the Customer always and shall not pass to DGSG. Assets are held by DGSG at the risk of the Customer always and for all purposes.

1.7 Storage and handling of Assets

DGSG will exercise all reasonable care with the Assets including, if required, their storage and transportation. However, nothing in this clause imposes any obligation on DGSG to insure the Assets against loss or damage. DGSG excludes all liability to the Customer and any persons claiming through the Customer in relation to any loss or theft of the Assets whilst in the possession of DGSG, except where loss is occasioned as a direct result of negligence on the part of DGSG, or its employees and agents. The Customer must maintain adequate insurance cover in respect of the Assets always while the Assets are located on the DGSG premises.

1.8 Confidential Information

Each party must keep the Confidential Information secret and confidential always and not disclose it, or permit it to be disclosed, during the term of this Agreement or a Program of Work and any time afterwards other than as permitted under a Program of Work.

A party may disclose the Confidential Information to any of its officers, employees, agents or advisers who have a specific need to access the Confidential Information and have agreed to be bound by the terms of this clause. Each party will be responsible for any breach of this clause by its officers, employees, agents or advisors.

1.9 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.

1.10 Limitation of Liability

DGSG’s liability to Customer under each Program of Work is limited to the value of the Service Fees paid by Customer in respect of that Program of Work, regardless of the form of the action whether in contract, tort (including negligence), strict liability or under statute.

In no event shall DGSG be liable to Customer or any other person for any special, incidental, indirect (such as damages for loss of profits or revenues, business interruption or loss of data), punitive or consequential damages arising out of a Program of Work.

1.11 Term

The term of this Agreement will commence on the date herein and will continue until terminated by either party by giving thirty (30) days written notice to the other party at any time. Termination of this Agreement shall not affect any Program of Work previously formed.

A Program of Work will commence on the date therein and will remain in effect until the Services have been completed by DGSG and paid for by Customer, unless otherwise terminated in accordance with this Agreement.

A party may terminate a Program of Work if:

The other party breaches a Program of Work and fails to remedy that breach within 14 days of receiving written notice of that breach from the non-breaching party; or
An Insolvency Event occurs in respect of the other party.

Termination of a Program of Work does not affect the right of any party to pursue remedies available to it or the obligation of Customer to pay all amounts payable under that Program of Work.

1.12 Dispute Resolution

If a 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 (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 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.

1.13 Assignment

Customer shall not assign, novate or sublicense its rights under this Agreement or any Program of Work without the prior written consent of DGSG.

1.14 Force Majeure

Neither party shall be liable for any failure or delay in performing any obligation under a Program of Work (other than an obligation to pay money) by reason of a Force Majeure Event.

1.15 Jurisdiction

This Agreement and any Program of Work is governed by and shall be construed in accordance with the laws of Queensland Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.

1.16 No Reliance

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

1.17 Notices

All notices under this Agreement or any Program of Work must be in writing and must either be hand delivered, sent by prepaid post to the representative of a party at the address specified in this Agreement or any Program of Work or sent by facsimile or electronic mail to that representative.

Notices will be deemed received:

(a) If hand delivered, on the date of delivery;

(b) If sent by pre-paid post, three (3) days after the date of posting; or

(c) If sent by facsimile or electronic mail, on the day the transmission is affected, provided the sender does not receive a report identifying that the transmission has been unsuccessful.

1.18 Entire Agreement and Currency

A Program of Work constitutes the entire agreement between the parties in respect of the Services to be performed therein to the exclusion of all previous terms and conditions, whether oral or in writing.

All monetary amounts specified in a Program of Work are Australian dollars, unless specified otherwise.

1.19 Counterparts

This Agreement and any 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.

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