FORCES GROUP AUSTRALIA
MASTER TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

In these Terms and Conditions, unless the context requires otherwise:

Company means Saltwater Country Services Pty Ltd trading as Forces Group Australia.

Client means the person or entity purchasing goods or services from the Company.

Goods means all products supplied by the Company including deployable infrastructure, systems, equipment, and associated components.

 

Services means Prime-led delivery, integration, program governance, and coordination services provided by the Company, including the engagement and management of approved delivery partners.
Where expressly requested by the Client and agreed in writing, the Company may also assume responsibility for direct manufacture, supply, or specialist services through subcontracted partners, with the Company retaining contractual accountability for those scopes.

Contract means the agreement formed between the Company and the Client incorporating these Terms and Conditions, any quotation, proposal, or written agreement.

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IPP means the Commonwealth Indigenous Procurement Policy.

 

1.2 Interpretation

Headings are for convenience only and do not affect interpretation.

A reference to legislation includes amendments and replacements.

Singular includes plural and vice versa.

 

2. APPLICATION OF TERMS

 

2.1 These Terms and Conditions apply to all Goods and Services supplied by the Company unless expressly varied in writing.

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2.2 Any terms proposed by the Client are excluded unless expressly accepted in writing by the Company.

 

2.3 In the event of inconsistency, the following order of precedence applies:
a. Written contract or agreement
b. Quotation or proposal
c. These Terms and Conditions

 

2.4 The Company acts as a Prime delivery entity. Goods and Services may be delivered by approved third-party partners under Company governance, with the Company retaining contractual accountability unless expressly agreed otherwise.

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2.5 Where the Company agrees in writing to assume product or delivery liability for specific Goods or Services, such liability applies only to the expressly agreed scope and does not extend to unrelated components, third-party systems, or Client-supplied elements.

 

3. QUOTATIONS AND PRICING

 

3.1 All quotations are valid for 30 days unless stated otherwise.

 

3.2 Prices are exclusive of GST unless expressly stated.

 

3.3 Prices are subject to change where:
• scope changes
• Client delays occur
• material or freight costs increase beyond reasonable control

 

4. ORDERS AND ACCEPTANCE

 

4.1 An order is accepted only when confirmed in writing by the Company.

 

4.2 The Company may refuse an order at its discretion prior to acceptance.

 

5. PAYMENT TERMS

 

5.1 Unless otherwise agreed in writing, the following payment structure applies:

a. A non-refundable deposit of 50 percent of the Contract value is required prior to commencement of any work.
b. The remaining balance is payable upon completion and prior to release or collection of the Goods.

 

5.2 For government or Defence Clients, the Company may agree to final payment following physical delivery where required by internal procurement processes. This must be confirmed in writing prior to commencement.

 

5.3 The Company is not required to commence manufacture, procurement, or mobilisation until the deposit has been received.

 

5.4 Invoices are payable within 14 days unless otherwise stated.

 

5.5 The Company may suspend work, delivery, or support where payment is overdue without liability.

 

5.6 Payment does not constitute acceptance of non-conforming Goods or Services unless expressly agreed.

 

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5A. GOVERNMENT PAYMENT CONDITIONS

 

5A.1 The Company recognises that government Clients may be subject to internal payment approval processes.

 

5A.2 Where final payment is dependent on delivery or acceptance, the Company may agree to staged or post-delivery payment arrangements in writing.

 

5A.3 Nothing in this clause removes the Client’s obligation to pay amounts due under the Contract.

 

6. DELIVERY AND INSTALLATION

 

6.1 Delivery times are estimates only and not guaranteed.

 

6.2 The Company is not liable for delays caused by events outside its reasonable control.

 

6.3 The Client must ensure site access, approvals, and readiness prior to delivery or installation.

 

6.4 Risk passes to the Client upon delivery to site.

 

6.5 The Company may subcontract all or part of the Goods or Services while retaining contractual responsibility, unless otherwise agreed in writing.

 

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6A. ACCEPTANCE AND COMPLETION

 

6A.1 Goods and Services are deemed accepted upon the earliest of:

a. Physical delivery to site
b. Commissioning or operational use
c. Written confirmation of acceptance
d. 10 business days after delivery where no written notice of material defects is provided

 

6A.2 Minor defects that do not materially affect operational capability do not constitute grounds for withholding payment.

 

6A.3 Any defects must be notified in writing within the acceptance period.

 

7. TITLE AND RISK

 

7.1 Title to Goods remains with the Company until payment is received in full.

 

7.2 The Client grants the Company a security interest in Goods supplied until payment is complete.

 

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8. WARRANTIES

 

8.1 The Company warrants that Goods and Services will be supplied with due care and skill.

 

8.2 Manufacturer warranties apply where relevant and are passed through to the Client.

 

8.3 The Company excludes all warranties except those required by law.

 

9. LIMITATION OF LIABILITY

 

9.1 To the maximum extent permitted by law, the Company is not liable for:
• indirect or consequential loss
• loss of profit, revenue, or opportunity
• operational downtime

 

9.2 Total liability is limited to the value of the Contract.

 

10. INTELLECTUAL PROPERTY

 

10.1 Pre-existing intellectual property of the Company, its partners, or the Client remains the property of the originating party.

 

10.2 Project-specific documentation, configurations, or system designs developed by the Company for delivery purposes remain the property of the Company unless otherwise agreed in writing. Where the Company assumes product or delivery liability, project-specific designs remain the Company’s intellectual property unless otherwise agreed in writing.

 

10.3 The Client receives a non-exclusive licence to use project deliverables solely for their intended operational purpose.

 

10.4 Third-party intellectual property remains subject to the applicable partner licence terms.

 

11. CONFIDENTIALITY

 

11.1 Each party must keep confidential information secure and not disclose without consent.

 

11.2 This obligation survives termination of the Contract.

 

12. COMPLIANCE AND GOVERNANCE

 

12.1 The Company operates in accordance with:
• Australian laws and regulations
• Indigenous Procurement Policy requirements
• Modern Slavery Act obligations

 

12.2 Compliance documentation is available on request.

 

13. INDIGENOUS PROCUREMENT POLICY

 

13.1 The Company is a 100 percent Indigenous-owned and Indigenous-controlled Australian business.

 

13.2 Engagement with the Company may support Indigenous procurement objectives under applicable Commonwealth and agency procurement frameworks.

 

13.3 The Client remains responsible for confirming procurement eligibility, approvals, and compliance with applicable procurement rules.

 

14. TERMINATION

 

14.1 Either party may terminate for material breach not remedied within 14 days.

 

14.2 Upon termination, all outstanding amounts become immediately payable.

 

15. FORCE MAJEURE

 

15.1 The Company is not liable for failure to perform due to events beyond reasonable control including natural disasters, supply chain disruption, or government action.

 

16. GOVERNING LAW

 

16.1 These Terms are governed by the laws of Queensland, Australia.

 

16.2 Parties submit to the exclusive jurisdiction of Queensland courts.

 

17. GENERAL

 

17.1 No waiver operates unless in writing.

 

17.2 Invalid provisions are severed without affecting remaining clauses.

 

17.3 These Terms constitute the entire agreement unless otherwise stated.

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17.4 Any scope involving direct manufacture, product liability assumption, or specialist delivery responsibility must be documented in a project-specific agreement or written variation.

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18. SITE CONDITIONS AND CLIENT RESPONSIBILITIES

 

18.1 The Client is responsible for ensuring safe site access, approvals, and readiness.

 

18.2 The Company is not liable for delays or costs arising from site conditions beyond its control.