Conditions and Acknowledgements
1.1   Right Not to Proceed
1.1.1 CSIRO is not bound contractually, or in any other way to the
Respondents who respond to this Expression of Interest. CSIRO reserves
the right not to proceed with this Expression of Interest or any part of
it, and to suspend or vary the Expression of Interest and/or its
requirements at any stage.
1.2   Costs Borne by Respondent
1.2.1 All costs and expenses incurred by Respondents in any way
associated with the development, preparation and submission of the
Expression of Interest response, including but not limited to attendance
at meetings, discussions, presentations and providing any additional
material required by CSIRO, will be borne exclusively by the Respondents.
1.3   No Legal Relationship
1.3.1 No binding legal relationship will arise out of this Expression of
Interest.
1.4   Information
1.4.1 The statements, opinions, projections, forecasts or other
information contained in this Expression of Interest (including any
supporting information such as information contained in a prospectus) may
change. Where any such information relates to future matters, no steps
have been taken to verify that the information is based upon reasonable
grounds, and no representation or warranty, expressed or implied, is made
by CSIRO, or any of its officers, employees, advisers or agents that the
statements contained in this Expression of Interest will be achieved.
1.4.2 This Expression of Interest is designed to reflect and summarise
the information concerning potential opportunities with Optimshare
(‘Transaction’) only and is not a comprehensive description of them.
1.4.3 Except as required by law, and only to the extent so required,
neither CSIRO, nor its respective agents or advisers will in any way be
liable to any person or body for any loss, damage, cost and expense of
any nature arising in any way out of or in connection with the
statements, opinions, projections, forecasts or other representations,
actual or implied, contained in or omitted from this Expression of
Interest or other information provided to any Respondent or by reason of
any reliance thereon by any person or body.
1.4.4 Any time and/or date in this Expression of Interest is for the sole
convenience of CSIRO. The establishment of a time and/or date in this
Expression of Interest does not create an obligation on the part of CSIRO
to take any action or any right in any Respondent that any action is
taken on the date established. CSIRO may change any date or time. The
Department will notify affected Respondents if it changes the date and/or
time but will not be obliged to provide any reasons for its actions.
1.5   Respondents to Inform Themselves
1.5.1 Respondents are considered to have:
examined this Expression of Interest, any documents referenced in this
Expression of Interest and any other information made available by CSIRO
to Respondents for the purpose of responding
examined all further information which is obtainable by the making of
reasonable inquiries relevant to the risks, contingencies, and other
circumstances having an effect on their Expression of Interest response
undertaken their own professional advice in respect of this Expression of
Interest, any other information provided to Respondents and the
Expression of Interest process generally, as appropriate
satisfied themselves as to the correctness and sufficiency of their
Expression of Interest response including submitted prices.
1.6   Respondent Acknowledgements
1.6.1 Responses are submitted on the basis that Respondents acknowledge:
they do not rely on any representation, letter, document or arrangement,
whether oral or in writing, or other conduct as adding to or amending
these conditions other than express amendments to these conditions that
have been agreed in writing by CSIRO (which will be at CSIRO’s absolute
discretion) and
they do not rely upon any warranty or representation made by or on behalf
of CSIRO, except as are expressly provided for in this Expression of
Interest, but they have relied entirely upon their own inquiries and
inspection in respect of the subject of their Expression of Interest
response.
1.7   Relevant Legislative Provisions
1.7.1 CSIRO policy is to not to enter into a contract with suppliers who
have been named in Parliament as not complying with the Workplace Gender
Equality Act 2012.
1.7.2 CSIRO expects its suppliers to always act in a safe manner and
perform all relevant services in a way that is without risk to the
health, safety or welfare of any person and eliminates health and safety
risks so far as is reasonable practicable.
1.7.3 CSIRO will not enter into a contract with suppliers who are listed
as designated entity by the Minister of Foreign Affairs by notice in the
Gazette under s 15 of the Charter of the United Nations Act 1945 (Cth) or
who intend to engage subcontractors who are listed as a designated entity
by the Minister for Foreign Affairs by notice in the Gazette under s 15
of the Charter of the United Nations Act 1945 (Cth). A consolidated list
of such persons, entities and associated assets is maintained by the
Department of Foreign Affairs and Trade under the Charter of the United
Nations (Dealing with Assets) Regulations 2008 and can be found at:
http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html
1.7.4 CSIRO will not enter into a contract with Respondents engaging
illegal workers. For more information refer to ‘A Guide on Work Rights’
available at www.immi.gov.au/employers.
1.8   CSIRO Rights
1.8.1 The issue of this Expression of Interest does not in any way commit
CSIRO to proceed with any aspect of the Transaction, whether from any of
the Respondents to this Expression of Interest or from any other source.
1.8.2 Without limiting any other part of these Expression of Interest
conditions CSIRO may:
amend this Expression of Interest at any time in any way including any
aspect of the Expression of Interest process
not negotiate with any Respondent at any time, irrespective of whether
their response complies with this Expression of Interest or not
at any time disqualify any Respondent from participating in the
Expression of Interest process or exclude their Expression of Interest
from further consideration
allow any Respondent to change their Expression of Interest at any time
select preferred Respondents or choose not to do so
request all or certain Respondents participate in a further procurement
process for the Transaction
at any time use non CSIRO personnel in assessing Expression of Interests
at any time use a probity auditor in connection with this Expression of
Interest
contract with more than one party in relation to the Transaction
enter into a contract outside the Expression of Interest process
negotiate with a Respondent whose Expression of Interest is for a
different requirement than set out in this Expression of Interest
undertake or allow any other actions or inaction in relation to this
Expression of Interest, on such terms as CSIRO deems appropriate
use information gained through the Expression of Interest process to feed
into any further procurement CSIRO may undertake in connection with the
Transaction (or one similar to it), including further development of the
Expression of Interest.
1.8.2      All material submitted in response to this Expression of
Interest becomes the property of CSIRO. Such intellectual property as
may exist in the information contained in the response will remain vested
in the Respondent.
1.8.2      By submitting an EOI, the Respondent allows CSIRO to copy and
distribute the submitted material to its Evaluation Panel and other
internal advisers for the purpose of evaluating the Respondent’s response

1.9   Disclaimer
1.9.1 This Expression of Interest is not an invitation to treat and is
not to be taken to be or relied upon as an offer capable of acceptance by
any person or as creating any form of contractual (including a process
contract), quasi contractual, restitutionary or promissory estoppel
rights, or rights based on similar legal or equitable grounds.
1.9.2 CSIRO will not be liable to any Respondent on the basis of any
promissory estoppel, quantum meruit or other contractual, quasi
contractual or restitutionary grounds whatsoever or in negligence as a
consequence of any matter relating or incidental to a Respondent’s
participation in this Expression of Interest including instances where:
a Respondent is not invited to participate in any subsequent process
following completion of this Expression of Interest
CSIRO varies the Expression of Interest
for reasons of public interest, CSIRO decides to terminate this
Expression of Interest or not to contract for all or any of the
requirements or
CSIRO exercises or fails to exercise any of its other rights under or in
relation to this Expression of Interest.
1.10 Conditions for Participation
1.10.1      Subject to clause 1.12, Unintentional Errors of Form, CSIRO
will exclude a Respondent from further consideration and evaluation if
CSIRO considers in its absolute discretion that the conditions for
participation set out in this clause have not been met by the Respondent.
Notwithstanding anything else contained in this Expression of Interest,
requirements listed in this clause will be deemed conditions for
participation.
the Respondent exists as a legal entity at the Expression of Interest
Closing Time and Date
at the time of lodgement of their Response, Respondents must not have
been:
precluded from tendering for Australian Government funded work or
subject to a judicial decision against them relating to employee
entitlements (not including decisions under appeal, and have not paid the
claim).
1.11 Minimum Content and Format Requirements
1.11.1     Subject to clause 1.12, Unintentional Errors of Form, CSIRO
will exclude a Respondent from further consideration if CSIRO considers
in its absolute discretion that the Respondent’s response does not meet
the minimum content and format requirements listed in this clause.
Notwithstanding anything else contained in this Expression of Interest,
requirements listed in this clause will be deemed minimum content and
format requirements for the purposes of this Expression of Interest.
The response to this Expression of Interest must be lodged electronically
via Email in accordance with the cover letter
Respondents must complete the Expression of Interest Response Form and
The Response, including all attachments and supporting material, must be
written in English.
1.12 Unintentional Errors of Form
1.12.1     If an unintentional error of form in a Respondent’s response
is identified prior to short-listing Respondents (if any), CSIRO may in
its absolute discretion allow correction of that error by the Respondent
by the submission of a correction, variation or additional information.
1.12.2     An unintentional error of form is an error that CSIRO is
satisfied in its absolute discretion:
represents incomplete information not consistent with the Respondent’s
intentions and, if relevant, capabilities at the time the submission was
lodged
does not materially affect the competitiveness of the Respondent’s
Response.

1.13 Discussions and Negotiations with Respondents
1.13.1     CSIRO may, as appropriate, engage in discussion or
negotiations with any Respondent for the purpose of clarifying or
improving its response. CSIRO may, in its absolute discretion, conduct
simultaneous discussions to clarify or improve proposals with more than
one Respondent. Where information of a material nature is provided by
CSIRO to one Respondent, it will also be provided to all other
Respondents (on a non-attributable basis) who are currently participating
in that part of the evaluation process.
Use of Information in the Evaluation
1.14.1     The Respondent’s written response to the requirements set out
in this Expression of Interest will be used by the evaluation team to
evaluate Respondents against the selection criteria and CSIRO
expectations set out in the prospectus.
1.14.2     The evaluation team may also use any relevant information
obtained in relation to the Expression of Interest (whether from the
Respondent as part of clarification, reference checks, negotiations,
presentations or by any other independent inquiry) in the evaluation of
Expression of Interest responses.
1.15 Confidentiality of Information
1.12.1     CSIRO’s Confidential Information
Respondents are required to ensure that any of their employees, agents or
sub-contractors involved in meeting CSIRO’s requirements do not either
directly or indirectly record, divulge or communicate to any person any
confidential information concerning the Technology, the affairs of the
CSIRO or a third party acquired or obtained in the course of preparing an
Expression of Interest response, or in discussions or negotiations with
CSIRO. This confidential information includes any documents, data or
information provided by CSIRO and which CSIRO indicates to Respondents is
confidential or which Respondents know or ought reasonably to know is
confidential.

1.12.1     Respondents' Confidential Information
CSIRO will treat as confidential any information provided by a Respondent
which is nominated by the Respondent as confidential information.
CSIRO’s obligations in relation to Respondent provided confidential
information will not be taken to have been breached to the extent that
the information:
is disclosed by CSIRO to its advisers, officers, employees,
subcontractors or advisors in order to conduct the Expression of Interest
process, including the preparation of any resultant contract;
is disclosed to CSIRO’s internal management personnel or advisors, solely
to enable effective management or auditing of the Expression of Interest
process;
is disclosed by CSIRO to its Department or to the responsible Minister;
is disclosed by CSIRO in response to a request by a House or a Committee
of the Parliament of the Commonwealth of Australia;
is authorised or required by law to be disclosed; or
is in the public domain otherwise than due to a breach of the relevant
obligations of confidentiality.

1.16 Conflict of Interest
1.16.1     During the Expression of Interest process, the Respondent
must immediately advise CSIRO in writing of any circumstances or
relationships constituting a Conflict of Interest or potential Conflict
of Interest which might impact on CSIRO's determination as to the most
appropriate party for the Transaction.
1.16.2     Conflict of Interest means any matter, circumstance,
interest, or activity affecting the Respondent (including the officers,
employees, agents and subcontractors of the Respondent) which may or may
appear to impair the ability of the Respondent to engage with CSIRO in a
way that is beneficial to CSIRO's commercial interests as well as the
Respondent's commercial interests
1.17 Ethical Dealing
1.17.1     CSIRO’s policy is to engage in the highest standards of
ethical behaviour and fair dealing throughout the Expression of Interest
process. CSIRO requires the same standards from those with whom it
deals. Responses to this Expression of Interest should be compiled
without improper assistance of employees or former employees of CSIRO and
without the use of information improperly obtained or in breach of an
obligation of confidentiality.

1.18 Respondent Acceptance
1.18.1      By submitting a response to this Expression of Interest, the
Respondent accepts the terms and conditions as set out in this Expression
of Interest