These Terms & Conditions of Sale ("Terms") govern all contracts, proposals, quotes, and service agreements entered into between Diba Technology Pty Ltd and its clients. By accepting a Proposal or issuing a Purchase Order, you agree to be bound by these Terms.
01Definitions
In these Terms, unless the context requires otherwise:
- "Agreement" means the Client Service Agreement, together with the relevant Proposal / Quote and these Terms.
- "Diba Platform" means the cloud-based SaaS access control management software and associated mobile and web applications supplied by Diba.
- "Hardware" means the physical gate access control equipment supplied by Diba, including but not limited to the ACU (Access Control Unit), full-height turnstiles, speed gates, and vehicle booms.
- "Installation Services" means the on-site delivery, installation, and commissioning of Hardware at the Site.
- "Proposal" means the written proposal or quote issued by Diba to the Customer setting out the scope, pricing, and terms of the supply.
- "SaaS Subscription" means the ongoing subscription to the Diba Platform as described in the Agreement.
- "Site" means the physical location specified in the Proposal where the Hardware is to be installed.
02Orders & Acceptance
2.1 All orders are subject to acceptance by Diba in writing. No binding contract is formed until Diba issues a written order confirmation or commences work pursuant to the Proposal.
2.2 The Customer's Purchase Order constitutes acceptance of the Proposal and these Terms. Any terms in a Customer's Purchase Order that conflict with these Terms will not apply unless expressly agreed in writing by Diba.
2.3 Diba reserves the right to decline any order at its discretion, including where credit terms cannot be established.
03Pricing & GST
3.1 All prices are in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST) unless stated otherwise. GST will be added to all applicable invoices at the prevailing rate.
3.2 Diba reserves the right to adjust pricing where the Customer requests changes to the scope of work after acceptance of the Proposal.
3.3 Quoted prices remain valid for 30 days from the date of the Proposal unless otherwise stated.
04Payment Terms
4.1 Payment is due within 7 days of the date of each invoice, unless otherwise specified in the Agreement.
4.2 Payments are structured across three milestones as set out in the Agreement: (a) 30% deposit upon order acceptance; (b) 40% upon delivery of Hardware to the Site; and (c) 30% upon completion of Installation Services.
4.3 The 30% deposit is non-refundable once hardware procurement has commenced.
4.4 If any invoice remains unpaid 14 days after its due date, Diba may: (a) charge interest on the overdue amount at the rate of 2% per month; and (b) suspend services and access to the Diba Platform until all outstanding amounts are paid.
4.5 Diba may require payment by electronic funds transfer (EFT). Diba's bank account details will be provided on each invoice.
05Hardware Supply & Delivery
5.1 Hardware is sourced from overseas suppliers. Estimated delivery timeframes are 4–6 weeks from order confirmation, subject to customs clearance and logistics. Diba does not guarantee delivery within this timeframe.
5.2 Diba will notify the Customer of any material delay to hardware delivery as soon as reasonably practicable.
5.3 Risk in the Hardware passes to the Customer upon delivery to the Site. Title to the Hardware passes to the Customer only upon receipt of full payment for the Hardware.
5.4 Until title passes, the Customer must not sell, encumber, or dispose of the Hardware, and must store it securely and maintain adequate insurance.
06Installation Services
6.1 Installation Services will be scheduled following receipt of the 30% deposit and confirmation that the Site meets the readiness requirements in Section 7.
6.2 Diba will carry out Installation Services during normal business hours (Monday to Friday, 7:00am – 5:00pm), unless otherwise agreed.
6.3 The Customer must provide safe and unobstructed access to the Site for Diba's personnel and equipment throughout the installation period.
6.4 Any additional works required beyond the agreed scope (including remediation of site conditions) will be quoted and charged separately.
07Site Readiness Requirements
Prior to installation, the Customer must ensure the following are in place at its own cost:
- 240V power supply with an isolator within 3 metres of the gate location;
- A flat, level concrete base of sufficient strength to support the gate hardware;
- Adequate roof or weather protection over the gate installation area;
- Reliable Wi-Fi or LAN network connectivity at the installation point; and
- Suitable access and lifting equipment to facilitate hardware delivery and installation.
Failure to meet these requirements may delay installation and result in additional costs, which will be charged to the Customer.
08Warranty & Hardware Exclusions
8.1 Diba warrants that ACU hardware and software will be free from defects in materials and workmanship for a period of 12 months from the date of commissioning ("Warranty Period"). During the Warranty Period, Diba will, at its option, repair or replace defective Hardware at no additional cost to the Customer.
8.2 Physical gate hardware (including the DS411 Full Height Turnstile) is expressly excluded from Diba's warranty. Such hardware is supplied subject to the manufacturer's warranty terms, which Diba will pass through to the Customer to the extent permissible.
8.3 Any maintenance, repairs, fault rectification, or part replacements relating to physical gate hardware after delivery are the sole responsibility of the Customer and will be charged at Diba's standard service rates if Diba is engaged to assist.
8.4 Diba's warranty does not cover defects or damage caused by: misuse, negligence, or unauthorised modification; failure to maintain the Site or Hardware in accordance with Diba's guidelines; acts of third parties or events outside Diba's reasonable control.
8.5 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or right under the Australian Consumer Law that cannot lawfully be excluded.
09SaaS Platform Subscription
9.1 The SaaS Subscription commences on the system go-live date and continues for the term specified in the Agreement, and thereafter renews automatically on an annual basis unless either party provides 30 days' written notice of non-renewal.
9.2 Diba grants the Customer a non-exclusive, non-transferable licence to access and use the Diba Platform during the SaaS Subscription term for the Customer's internal business purposes only.
9.3 Diba will use reasonable endeavours to maintain platform uptime of 99% (excluding scheduled maintenance windows), but does not guarantee uninterrupted access.
9.4 The Customer must not: (a) sublicence, resell, or share access to the Diba Platform with any third party; (b) reverse engineer or attempt to extract the source code of the Diba Platform; or (c) use the Diba Platform in any manner that violates applicable law.
9.5 Upon expiry or termination of the SaaS Subscription, the Customer's licence to access the Diba Platform ceases immediately. Diba will provide a 30-day data export window prior to deletion of Customer data.
10Intellectual Property
10.1 All intellectual property rights in the Diba Platform, software, documentation, and related materials remain the exclusive property of Diba. Nothing in these Terms transfers any intellectual property rights to the Customer.
10.2 The Customer retains ownership of all data it inputs into, or that is generated about its site and personnel through, the Diba Platform ("Customer Data").
10.3 Diba may use aggregated, anonymised, and de-identified data derived from the platform for the purpose of improving its products and services, provided that such data cannot be used to identify the Customer or any individual.
11Limitation of Liability
11.1 To the maximum extent permitted by law, Diba's total aggregate liability to the Customer under or in connection with the Agreement is limited to the total fees paid by the Customer to Diba in the 12 months immediately preceding the event giving rise to the claim.
11.2 Diba is not liable for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, or loss of business opportunity, however caused.
11.3 Diba does not warrant that the system will prevent all unauthorised access, security incidents, or data breaches. The Customer is responsible for maintaining appropriate site security measures in conjunction with the Diba Platform.
11.4 Nothing in these Terms limits liability that cannot be excluded under the Australian Consumer Law or other applicable mandatory law.
12Cancellation Policy
12.1 The Customer may cancel an order by written notice to Diba prior to the commencement of hardware procurement. In such cases, no cancellation fee applies and any deposit paid will be refunded in full.
12.2 If the Customer cancels after hardware procurement has commenced, the 30% deposit is non-refundable. If hardware has been shipped or delivered, the Customer is liable for all costs incurred by Diba up to the date of cancellation, including freight and handling charges.
12.3 If Diba is unable to fulfil an order due to circumstances within its control, Diba will refund all amounts paid by the Customer within 14 days of the cancellation notice.
13Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to natural disasters, acts of government, shipping delays, global supply chain disruptions, industrial disputes, or cyberattacks. The affected party must notify the other party as soon as practicable and use reasonable endeavours to mitigate the impact of the force majeure event.
14Termination
14.1 Either party may terminate the Agreement by written notice if the other party commits a material breach of the Agreement and fails to remedy that breach within 14 days of receiving written notice requiring it to do so.
14.2 Diba may terminate the Agreement immediately by written notice if any invoice remains unpaid more than 30 days after its due date.
14.3 Either party may terminate the Agreement immediately if the other party becomes insolvent, enters voluntary administration, or has a receiver or liquidator appointed.
14.4 On termination: (a) all accrued and unpaid amounts become immediately due; (b) any milestone payments for work in progress are payable on a pro-rata basis; and (c) the Customer must return or allow Diba to retrieve any Hardware for which title has not yet passed.
15Dispute Resolution
If a dispute arises out of or in connection with the Agreement, the parties must first attempt to resolve the dispute by good-faith negotiation within 14 days of written notice of the dispute. If the dispute is not resolved by negotiation, either party may refer the dispute to mediation administered by a mutually agreed mediator. If mediation is unsuccessful, either party may pursue resolution through the courts of New South Wales.
16General
16.1 Governing Law. These Terms and all Agreements are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
16.2 Entire Agreement. The Agreement (comprising the Client Service Agreement, Proposal, these Terms, and any schedules) constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and agreements.
16.3 Waiver. A party's failure or delay in exercising a right does not operate as a waiver. A waiver is only effective if in writing and signed by the waiving party.
16.4 Severability. If any provision of these Terms is held invalid or unenforceable, it will be read down to the extent necessary to make it valid, or severed if it cannot be read down, without affecting the remaining provisions.
16.5 Assignment. The Customer must not assign or transfer any rights or obligations under the Agreement without Diba's prior written consent. Diba may assign or novate the Agreement in connection with a business sale or restructure on written notice to the Customer.
16.6 Notices. Notices must be in writing and delivered by email to the contact address in the Agreement, and are deemed received on the next business day after sending.
For questions regarding these Terms, contact Diba Technology: