Purchase Order Terms and Conditions
1. General
1.1 Application of Terms and Conditions
(a) These Terms and Conditions apply to, and form part of, each Purchase Order issued by any entity within the Salta Group (Salta, we, us).
(b) Subject to any Existing Contract unless, otherwise explicitly agreed in writing by Salta, these Terms and Conditions prevail over any other terms proposed by the Supplier, including in any quotation, acknowledgement, invoice, proposal or other document. Any such terms will have no force or effect to the extent that they are inconsistent with, or additional to, the Contract.
(c) Salta does not accept any terms and conditions of the Supplier by receipt of any quotation, invoice, acknowledgement, delivery note or other document, by payment of any invoice, or by any other conduct.
1.2 Amendments
No amendment to these Terms and Conditions will be binding on the parties unless the amendment is agreed in writing by the parties.
2. Offer and Acceptance
(a) The Supplier accepts the Purchase Order on the earlier of the date that the Supplier:
(i) notifies Salta in writing that it accepts the Purchase Order; or
(ii) delivers the Goods and/or performs the Services described in the Purchase Order.
(b) On acceptance of a Purchase Order, that Purchase Order together with these Terms and Conditions and any Specifications and statement of work attached to or expressly incorporated into the Purchase Order.
(i) if an Existing Contract applies to the relevant Goods or Services, forms an ancillary agreement to that Existing Contract; or
(ii) if no Existing Contract applies to the relevant Goods or Services, forms a standalone binding agreement, in each case, a contract (Contract). Each agreed Purchase Order is a separate Contract.
(c) The Supplier must:
(i) not supply Goods or commence any Services without a Purchase Order first being issued by Salta;
(ii) supply all Goods and Services strictly in accordance with the Purchase Order.
3. Cancellation and Variations
3.1 Cancellation
(a) Salta may, by giving 7 days written notice to the Supplier at any time prior to delivery or performance, vary or cancel a Purchase Order in whole or in part.
(b) If Salta cancels a Purchase Order at its convenience, the Supplier is entitled to be paid its unavoidable, direct costs reasonably incurred as a direct result of the cancellation, provided that:
(i) the Supplier gives Salta reasonable evidence of those costs; and
(ii) those costs do not include loss of profit, loss of opportunity or indirect or consequential loss.
(c) Cancellation of a Purchase Order under this clause terminates the Contract in respect of that Purchase Order.
(a) Salta may request to vary the Purchase Order with 7 days notice.
(b) If Salta varies the Purchase Order and the variation affects the cost or time required to supply the Goods and/or Services, the Supplier must promptly notify Salta in writing of:
(i) any adjustment to the Fees; and
(ii) any change to delivery or completion dates.
(c) A variation has no effect unless agreed in writing by Salta.
(d) If the parties agree, Salta will issue a revised Purchase Order reflecting the agreed variation.
4. Acceptance and Title
4.1 Acceptance
Payment of any invoice by Salta does not constitute acceptance of any Goods or Services.
4.2 Rejection of Goods and/or Services
(a) If following inspection or testing Salta determines that the Goods or Services are not as described in the Purchase Order or have not been supplied in accordance with the Contract, then without prejudice to any other right or remedy of Salta, Salta may by written notice reject the Goods (in whole or in part) and detail the reason for the rejection.
(b) To the full extent permitted by law, Salta (acting reasonably) may direct the Supplier, at the Supplier's cost and within the time specified in the notice or such other timeframe specified by Salta to:
(i) replace the rejected Goods with Goods that comply with the Purchase Order, these Terms and Conditions and any applicable Specifications;
(ii) repair or rectify the rejected Goods;
(iii) re-perform the rejected Services so that they comply with the Purchase Order, these Terms and Conditions and any applicable Specifications;
(iv) refund any amounts paid by Salta in respect of the rejected Goods or Services; or
(v) reimburse Salta for the reasonable costs of obtaining replacement goods or services from a third party where the Supplier fails to comply with this clause within a reasonable time.
(c) The Supplier must bear all costs associated with the removal, return, repair, replacement, rectification and re-supply of rejected Goods or Services.
(d) Nothing in this clause limits any rights, remedies or guarantees available to Salta under the Australian Consumer Law or any other applicable law.
4.3 Title and Risk
(a) The title to any Goods supplied under a Purchase Order passes to Salta on payment by Salta for those Goods.
(b) Risk in any Goods remains with the Supplier until the Goods have been delivered to the relevant Site or other agreed delivery location and received by Salta in accordance with the Contract.
(c) If Salta rejects any Goods or Services under clause 4.2:
(i) risk in those rejected Goods immediately reverts back to the Supplier; and
(ii) title to those Goods will not pass back to the Supplier until the Supplier has refunded to Salta in full all amounts paid by Salta in respect of those Goods.
(d) Salta is not required to release any rejected Goods to the Supplier until all amounts paid by Salta in respect of them have been refunded in full.
5. Delivery, Performance, and Warranties
5.1 Description of Goods and Services
(a) The Supplier must supply the Goods and Services strictly in accordance with the relevant Purchase Order, including any requirements relating to:
(i) the nature, scope and intended purpose of the Goods and/or Services;
(ii) any specifications, standards, functional requirements or descriptions applicable to the Goods and/or Services;
(iii) all deliverables, outputs, milestones and completion criteria;
(iv) any applicable service levels, performance standards or acceptance criteria; and
(v) any assumptions, dependencies or prerequisites relevant to the delivery or performance of the Goods and/or Services.
(b) Salta is not obliged to accept or pay for any Goods or Services that fall outside the description set out in the Purchase Order unless agreed in writing.
5.2 Delivery times
The Supplier must perform the Services and deliver the Goods at the time and to the place and in the manner specified in the Purchase Order and, if no time is specified, within a reasonable time. Where a delivery or completion date is specified in the Purchase Order, time is of the essence in respect of that date.
5.3 Site Based Services
Where the Services are performed at any Site, the Supplier must:
(a) comply with all applicable Laws and all reasonable work health and safety, environmental, security, access and site requirements notified by Salta from time to time;
(b) ensure that all Supplier Personnel attending the Site are appropriately qualified, trained, experienced and licensed to perform the Services;
(c) cooperate with Salta, any principal contractor and any other contractors or personnel engaged at the Site;
(d) not do anything which may cause Salta to become a principal contractor or otherwise assume responsibility for the Supplier's activities, except to the extent expressly agreed in writing;
(e) comply with all reasonable directions of Salta and, where applicable, any principal contractor in relation to site access, safety, security and coordination of works;
(f) promptly comply with any direction by Salta to remove from a Site, any personnel of the Supplier where Salta reasonably considers that the person's conduct, competence or presence creates a safety, security or operational risk.
(g) promptly notify Salta of any incident, injury, property damage, environmental incident or breach of safety requirements occurring in connection with the Goods or Services within 24 hours; and
(h) provide Salta with reasonable access to personnel, records and information required to verify compliance with this clause.
5.4 Professional and Consulting Services
Where the Services include professional, consulting, advisory, design, engineering, project management or other specialist services, the Supplier warrants that:
(a) the Services and any reports, plans, drawings, designs, specifications, recommendations and other work product produced in connection with the Services will be suitable for Salta's intended business, property development, construction, operation, maintenance and management purposes, to the extent such purposes are made known to the Supplier;
(b) Salta may rely on the Services and any associated work product for its internal business purposes;
(c) the Services will be performed with the degree of skill, care and diligence reasonably expected of a suitably qualified and experienced provider of similar services; and
(d) the Services and any reports, plans, drawings, designs, specifications, recommendations and other work product produced in connection with the Services will not infringe the Intellectual Property or other rights of any third party or breach the terms of any applicable licence, and Salta's use of them for the purposes contemplated by the Contract will not infringe any such rights or licence terms.
5.5 Performance Monitoring
(a) The Supplier must perform its obligations in relation to the Goods and Services in accordance with any performance standards or service levels specified in the Purchase Order.
(b) The Supplier must, at Salta’s reasonable request, provide information reasonably required to monitor the Supplier’s performance, including progress reports and performance data.
(c) If the Supplier fails to meet any agreed performance standard, Salta may require the Supplier to promptly implement a remediation plan at no additional cost.
5.6 Representations and warranties of Supplier
The Supplier represents and warrants that:
(a) it will supply the Goods and perform the Services in accordance with the Purchase Order, the Contract, all applicable Laws, Salta Policies and any other policies notified to it by Salta;
(b) it has and will maintain all rights, licences, consents and authorities necessary to supply the Goods and Services;
(c) its personnel are suitably qualified, skilled and experienced to perform the Services;
(d) the Goods comprised will be new, of acceptable quality, free from encumbrance, free from defect and fit for their intended purpose;
(e) the Goods and Services will be supplied and performed with due care, skill and diligence, in accordance with best practice, and will be fit for their intended purpose;
(f) the Goods and Services will comply with all Specifications and be free from defects in design, materials, workmanship and installation;
(g) Salta’s use of the Goods will not infringe the Intellectual Property rights or moral rights of any third party; and
(h) all documentation provided in connection with the Goods and Services will be complete, accurate, current and provided in English.
5.7 Defective Goods
(a) During the Warranty Period, Salta may give written notice to the Supplier of any failure or defect in the Goods and require the Supplier, at Salta's election and at the Supplier's cost, to:
(i) repair the Goods;
(ii) replace the Goods;
(iii) refund the cost of replacing the Goods or of acquiring equivalent goods; or
(iv) pay the cost of having the goods repaired.
(b) The Supplier must bear all costs associated with the repair, replacement, removal, return and re-delivery of rejected Goods.
5.8 Defective Services
During the Warranty Period, Salta may give written notice to the Supplier of any failure, deficiency or defect in the Services and require the Supplier, at Salta's election and at the Supplier's cost to:
(a) supply the Services again; or
(b) pay the cost of having the Services supplied again.
5.9 Statutory Warranties
The representations and warranties in clause 5.6 are in addition to any statutory warranties applicable to the Goods and Services. The Supplier must ensure Salta receives the full benefit of any manufacturer and other relevant third-party warranties in respect of the Goods and Services.
5.10 Grant of Software Licence
Where the Goods or Services in a Purchase Order includes Software:
(a) the Supplier hereby grants Salta a non-exclusive licence to access and use that Software on the terms and conditions provided by the Supplier to Salta prior to acceptance of the Purchase Order, for the period specified in the Purchase Order, or the period otherwise agreed in writing by the parties; and
(b) the Supplier agrees to provide to Salta a copy of any Software documentation or material prior to installation of the Software.
The Supplier represents and warrants that any Software will not introduce any Harmful Code into Salta's systems, and that the Supplier will not, nor will it suffer or permit any third party under its direction or control to, introduce any Harmful Code into the Software or Salta’s systems in the course of providing the Goods and Services. If any Harmful Code is introduced, the Supplier must promptly notify Salta, take all necessary action to eliminate the Harmful Code and, at the Supplier’s own cost, repair any harm or destruction caused by that Harmful Code.
5.12 Modern Slavery
(a) The Supplier must comply with all Modern Slavery Laws and take reasonable steps to identify and address risks of Exploitation in its operations and supply chains relating to the Goods and Services.
(b) The Supplier must promptly notify Salta of any actual or suspected breach of Modern Slavery Laws or Exploitation in its operations or supply chains relating to the Goods and Services.
(c) A breach of this clause constitutes a material breach of the Contract.
5.13 Commissions
(a) The Supplier must not, in connection with the Contract or the supply of the Goods or Services, directly or indirectly offer, pay, solicit, receive or accept any secret commission, rebate, referral fee, kickback or other undisclosed financial or non-financial benefit from or to any person.
(b) The Supplier must promptly disclose to Salta in writing any commission, rebate, referral fee or other financial or non-financial benefit that it or any Supplier Personnel is entitled to receive in connection with the Contract or the supply of the Goods or Services.
(a) Subject to these Terms and Conditions, Salta must pay to the Supplier the Fees specified in the Purchase Order.
(b) Subject to clause 6.3, the Fees are inclusive of all costs, charges, expenses, duties, levies and taxes (other than GST) incurred by the Supplier in supplying the Goods and Services, unless otherwise stated in the Purchase Order.
(c) If a Purchase Order specifies an estimate, budget, cap or not-to-exceed amount, the Supplier must not exceed that amount without Salta's prior written approval.
(a) The Supplier may issue an itemised tax invoice to Salta on completion of the Services or delivery of the Goods, unless otherwise specified in the Purchase Order.
(b) Each tax invoice will:
(i) be a valid tax invoice;
(ii) specify the Purchase Order number;
(iii) specify the date of delivery or completion;
(iv) describe the Goods and Services delivered, including quantities;
(v) specify the amount payable and any GST payable; and
(vi) include the Supplier's bank account details for electronic payment; and
(vii) where required by law, be accompanied by a completed and signed subcontractors statement regarding workers’ compensation, payroll tax and remuneration.
(c) If Salta requires a pro‑forma invoice, the Supplier must:
(i) use the standard pro‑forma invoice template notified by Salta from time to time; and
(ii) not request payment, and Salta is not obliged to make payment, unless and until the Supplier issues a valid tax invoice in accordance with the Contract.
(d) Subject to receipt of a correctly rendered tax invoice, Salta will pay the Fees within 30 days from the end of the month in which the invoice is received and accepted.
(a) If Salta disputes all or part of an invoice, Salta may withhold payment of the disputed amount by giving written notice to the Supplier before the due date for payment, specifying the reasons for the dispute.
(b) Salta must pay any undisputed portion of the invoice in accordance with the Contract.
(c) The parties must use reasonable endeavours to resolve any invoice dispute promptly and in good faith.
(d) If it is subsequently determined that all or part of the disputed amount was properly payable, Salta must pay that amount within 30 days after resolution of the dispute.
(e) Salta may deduct, withhold or set off from any amount payable to the Supplier any amount that is due and payable by the Supplier to Salta under or in connection with a Contract, including any Losses for which the Supplier is liable to Salta, whether the liability is present or future, liquidated or unliquidated.
(f) The existence of a disputed invoice does not relieve the Supplier of its obligation to continue supplying the Goods and Services in accordance with a Contract.
(a) Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause 6.4.
(b) If any supply under a Contract is a taxable supply, in addition to the payment for the supply, the party receiving the supply must pay and reimburse to the party making the supply any GST applicable to the supply. Subject to the receipt by the recipient of the supply of a valid tax invoice in relation to the payment to be made for that supply, any amount of GST payable is to be paid at the same time as the payment for the supply to which it relates.
(c) The Supplier and its permitted subcontractors must be registered for GST.
(a) The Supplier indemnifies Salta and its officers, employees and agents against all Losses it sustains or incurs as a result of or in connection with:
(i) any negligent or unlawful act or omission of the Supplier, Supplier Personnel, or any subcontractor engaged by the Supplier;
(ii) any death or personal injury, or loss of or damage to property, caused by an act or omission of the Supplier, Supplier Personnel or any subcontractor;
(iii) any infringement or alleged infringement of the Intellectual Property or moral rights of a third party arising out of the provision or use of the Goods, Services or Contract Materials; or
(iv) any breach by the Supplier of its obligations under clauses 8.1, 8.2, 8.3 and 8.4.
(b) The Supplier's liability arising under this clause 7.1 will be reduced proportionally to the extent that a negligent or unlawful act or omission of Salta has caused or contributed to the relevant Loss.
If a third party claims, or Salta reasonably believes that a third party is likely to claim, that all or part of the Contract Materials infringe their Intellectual Property, the Supplier must, in addition to the indemnity under the Contract and to any other rights that Salta may have against it, promptly, at the Supplier's expense:
(a) use its best efforts to secure the rights for Salta to continue to use the affected Contract Materials free of any claim or liability for infringement; or
(b) replace or modify the affected Contract Materials so that the Contract Materials or the use of them does not infringe the Intellectual Property of any other person without any degradation of the performance or quality of the affected Contract Materials.
(a) The Supplier must have and maintain, with a reputable and solvent insurer authorised to operate in Australia as an insurance company:
(i) public and products liability insurance of not less than $20 million for each occurrence;
(ii) where the Services include professional services, professional indemnity insurance of not less than $20 million for each occurrence;
(iii) where the Goods and Services include Software, information technology services or access to Salta systems or data, cyber liability insurance of not less than $2 million for each occurrence; and
(iv) all insurance required by law and other reasonably required insurances having regard to the nature of the business and obligations to supply the Goods and Services under the Contract.
(b) The Supplier must ensure that any sub-contractor engaged by it is insured to a level commensurate with the insurance obligations of the Supplier under the Contract.
(c) On request, the Supplier must provide Salta with a certificate of currency from its insurance broker certifying that it has the insurance required under the Contract.
7.4 Consequential Loss
Subject to any rights or remedies available under the Australian Consumer Law and to the extent permitted by law, neither party is liable to the other for any indirect or consequential loss arising out of or in connection with the Contract, whether in contract, tort (including negligence), under statute or otherwise, except to the extent that Salta suffers or incurs any loss or damage in connection with a project or head contract for which the Goods or Services are supplied or intended to be used, including any loss, liability, cost or damage passed through to, or claimed against, Salta under that project or head contract.
8. Intellectual Property Rights and Confidential Information
(a) All rights, title and interest in any Contract IP will be owned by Salta, and to the extent required by Salta, the Supplier assigns all rights, title and interest it may have now or in the future in the Contract IP to Salta.
(b) Background IP remains with the contributing party.
(c) The Supplier grants to Salta a permanent, irrevocable, royalty-free worldwide, non-exclusive licence (including a right of sub-licence), to the extent necessary to enable Salta to receive the benefit of the Goods and Services, to use, reproduce, modify, publish, adapt, or communicate to the public and otherwise exploit the Supplier’s Background IP in conjunction with the Goods and Services and the Contract IP.
(a) A party (Recipient) receiving the Confidential Information from the disclosing party (Discloser) must keep any Confidential Information disclosed to it confidential and must not deal with it in any way that might prejudice its confidentiality. A Recipient may disclose Confidential Information in any of the following circumstances and subject to confidentiality obligations:
(i) to a government authority as required by Law;
(ii) with a party's prior written consent;
(iii) to a Recipient’s officers or employees who have a need to know for the purposes of the Contract;
(iv) to suppliers and contractors working on the same project to the extent required for the project and contemplated by the Discloser.
(b) The Supplier must take all reasonable steps to protect Confidential Information from unauthorised access, use, disclosure, loss or misuse.
(c) The obligations in this clause survive termination or expiry of the Contract.
If during the course of providing the Goods and/or Services under the Contract, the Supplier gains access to Personal Information, the Supplier agrees to:
(a) use or disclose that Personal Information only for the purposes of fulfilling its duties and obligations under the Contract;
(b) comply with any Privacy Laws applicable to the Supplier;
(c) implement and maintain reasonable measures to protect Personal Information from unauthorised access, use, disclosure, loss, interference or misuse; and
(d) immediately notify Salta if it becomes aware of an actual or suspected breach of any of its obligations under this clause 8.3.
8.4 Information security and data protection
(a) The Supplier must implement and maintain reasonable technical, organisational and security measures to protect Salta Data, Confidential Information and Personal Information against unauthorised or unlawful access, use, disclosure, alteration, loss or destruction.
(b) The Supplier must only access, use or disclose Salta Data to the extent necessary to perform its obligations under the Contract or as otherwise authorised in writing by Salta.
(c) The Supplier must notify Salta within 24 hours of any actual or suspected unauthorised access to, disclosure of, loss of or interference with Salta Data and must:
(i) promptly take reasonable steps to contain, investigate and remediate the incident; and
(ii) provide Salta with all reasonable information and assistance requested in connection with the incident.
(d) On Salta's request or on termination or expiry of the Contract, the Supplier must return or securely destroy Salta Data in its possession or control, except to the extent retention is required by Law.
9. Sub-contracting
(a) The Supplier may not sub-contract any obligations under the Contract without the prior written consent of Salta.
(b) Where the Supplier sub-contracts any of its obligations under the Contract, the Supplier remains liable for carrying out and completing those obligations.
10. Audit Rights
(a) Salta may, on reasonable notice and during normal business hours, audit or inspect the Supplier's compliance with this Contract, including its compliance with any requirements relating to:
(i) the Goods and Services;
(ii) work health and safety;
(iii) environmental obligations;
(iv) Modern Slavery Laws;
(v) Privacy Laws;
(vi) information security requirements; and
(vii) any Salta Policies applicable to the Supplier.
(b) The Supplier must provide Salta and its authorised representatives with reasonable access to:
(i)relevant personnel;
(ii) premises where the Goods or Services are being supplied;
(iii) records, documents and information; and
(iv) systems and processes, to the extent reasonably required for the purposes of an audit under this clause.
(c) The Supplier must promptly provide all reasonable assistance requested by Salta in connection with any audit conducted under this clause.
(d) Salta must take reasonable steps to ensure that any audit conducted under this clause:
(i) does not unreasonably interfere with the Supplier's business operations; and
(ii) is limited to matters relevant to the Supplier's compliance with this Contract.
(e) If an audit identifies any non-compliance with this Contract, the Supplier must, at its own cost:
(i) promptly rectify the non-compliance; and
(ii) provide Salta with evidence of the corrective action taken.
(f) The Supplier must retain all records reasonably necessary to demonstrate compliance with this Contract for at least seven years after completion of the relevant Goods or Services.
11. Termination
11.1 Termination by Salta
(a) Salta may terminate the Contract, in whole or in part, for convenience at any time by giving the Supplier 30 days' written notice, subject to the Supplier's entitlement under clause 3.1(b).
(b) Salta may immediately terminate the Contract by written notice if the Supplier:
(i) becomes insolvent or unable to pay its debts as and when they fall due;
(ii) becomes subject to any form of insolvency administration, including liquidation, voluntary administration, receivership or the appointment of a controller, receiver or receiver and manager; or
(iii) enters into any arrangement, compromise or composition with its creditors.
(c) Either party may terminate the Contract by written notice if the other party commits a material breach of the Contract and:
(i) the breach is incapable of remedy; or
(ii) if the breach is capable of remedy and the other party fails to remedy the breach within 7 days after receiving written notice requiring it to do so.
(d) On termination, Salta will pay the Supplier for Goods and Services properly supplied in accordance with the Contract up to the effective date of termination and which are not the subject of a dispute.
12 General
12.1 Governing Law
The Contract is governed by the laws in force in Victoria and the parties agree to the non-exclusive jurisdiction of that state.
12.2 Further Assurances
Each party must, at its own cost, do all things and execute all documents reasonably necessary to give full effect to the Contract and the transactions contemplated by it.
Any notice to be given by one party to the other under the Contract must be in writing and delivered by hand, certified mail, or electronic mail to the addresses specified in the Purchase Order or as otherwise notified in writing. A notice is deemed received:
(a) if delivered by hand, at the time of actual delivery;
(b) if mailed, on the third Business Day after posting; and
(c) if sent by electronic mail, on the date the email is sent, provided no delivery failure notice is received and the sender does not know or reasonably suspect that the email was not delivered.
(a) Salta reserves the right to retain other persons or entities to supply the Goods and Services, including any part of the Goods and Services.
(b) A party may not assign, novate, transfer or otherwise dispose of its rights and obligations under the Contract without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
(c) Each warranty and indemnity in the Contract survives termination of the Contract.
The exercise of rights does not prevent any further exercise of that right or the exercise of any other right. Neither the exercise of a right nor a delay in the exercise of a right operates as an election or a variation of the terms of the Contract.
If the Supplier is required to provide any Services within any lands or buildings owned or occupied by Salta, then the Supplier must comply with all reasonable directions of Salta and must observe Salta’s by-laws, rules and policies, as updated from time to time, including any applicable work health and safety, security, access, privacy, information technology and site policies notified to the Supplier.
If there is an inconsistency between a provision of any of the following documents, the provision in the document prevails in the order listed:
(a) an Existing Contract;
(b) the Purchase Order;
(c) these Terms and Conditions; and
(d) any Specifications or other document expressly incorporated into the Purchase Order.
The Contract represents the parties’ entire agreement in relation to its subject matter and supersedes all previous negotiations, representations, proposals, understandings and communications relating to that subject matter, other than any Existing Contract.
12.9 Severability
If any provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, that provision will be read down to the minimum extent necessary to make it valid and enforceable and, if it cannot be read down, will be severed. The remaining provisions continue in full force and effect.
In these Terms and Conditions, unless the context otherwise requires:
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Background IP means Intellectual Property owned by a party prior to the date of this Contract.
Business Day means a day other than a Saturday, Sunday or public holiday in Victoria.
Confidential Information means all information in any form or medium that is disclosed or made available by a party to the other party in connection with this Contract (including the existence and terms of the Contract), whether before, on or after the date of the Contract, and whether directly or indirectly, and which is confidential by its nature, designated as confidential or the receiving party knows or reasonably ought to know is confidential. It does not include information that is published or otherwise entered into the public domain, is obtained from a third party who has no obligation of confidentiality to the disclosing party or is independently developed or obtained without a breach of the Contract.
Contract has the meaning given in clause 2(b).
Contract IP means all reports, plans, drawings, specifications, designs, data, software, documents and other materials created, developed or supplied in connection with the Goods or Services.
Contract Materials means all Goods and Services containing Salta Data or Contract IP.
Existing Contract means a separate written agreement between Salta and the Supplier that has been fully executed by Salta, and applies to the relevant Goods and/or Services, but excludes any supplier standard terms, any terms of supply, purchase order terms and conditions, invoice terms or quotation terms or similar.
Exploitation means undermining or depriving a person of their liberty for commercial or personal gain and includes human trafficking, slavery, servitude, forced labour (including child labour), debt bondage, deceptive recruiting for labour or services and sexual exploitation, abuse or harassment.
Fees means the fees payable by Salta to the Supplier as specified in the Purchase Order.
Goods means the goods described in the Purchase Order.
Harmful Code means any virus, disabling or malicious device or code, worm, Trojan, time bomb or other harmful or destructive code, but excludes any software lock or other technical mechanism that is included to manage the proper use of Software.
Intellectual Property means all present and future rights conferred by law in or in relation to copyright, trademarks, designs, patents, circuit layouts, trade secrets, know-how, business and domain names, inventions, confidential information and other results of intellectual activity in the industrial, commercial, scientific, literary, architectural, engineering, design, construction or artistic fields whether or not registrable.
Law means any statute, regulation, ordinance, code, standard or other law, including any subordinate legislation, and any requirement of a government or regulatory authority.
Losses means liabilities, losses, damages and costs (including legal costs on a full indemnity basis, whether incurred by or awarded against a party) including losses and damages arising out of any third party claim.
Modern Slavery Laws means the Modern Slavery Act 2018 (Cth) and any other applicable laws relating to modern slavery, forced labour, human trafficking or similar exploitation.
Privacy Laws means the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs) or any other privacy legislation that the Supplier may be subject to.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Purchase Order means a purchase order issued by Salta describing the Goods and Services to be supplied and includes any Specifications, drawings, schedules or other documents expressly incorporated into it by Salta.
Salta Data means all data and information provided or made available by or on behalf of Salta to the Supplier, or collected, generated or accessed by the Supplier in connection with the Contract.
Salta Group means Salta and each of its Related Bodies Corporate (as that term is defined in the Corporations Act 2001 (Cth)) from time to time.
Salta Policies means Salta policies, standards and procedures notified to the Supplier that apply to access to Salta premises, systems, networks, data or information.
Services means the services described in the Purchase Order.
Site means the location or locations described in the Purchase Order, or otherwise agreed in writing, where the Goods and/or Services are to be supplied or performed.
Software means computer software and application software described in the Purchase Order that is licensed or otherwise provided by the Supplier to Salta.
Specifications means any specifications, designs, drawings, standards, scope, performance criteria, technical requirements, functionality or other requirements relating to the Goods and Services that may be specified in a Purchase Order or as otherwise agreed in writing by the parties.
Supplier means the party named in the Purchase Order as providing the Goods and Services.
Supplier Personnel means the Supplier's officers, employees, agents, contractors and subcontractors.
Warranty Period means the period commencing on delivery of the relevant Goods and/or Services and continuing for 2 years, unless otherwise stated in the Purchase Order or agreed in writing.
Last updated 15 October 2026.