1. Definitions.

In these Terms and Conditions: ‘Agreement’ means the Order, including any document referred to therein, together with these Terms and Conditions and specifically excludes any conditions appearing on any docket, invoice or other document of the Supplier. 'Deliverables' means the Goods and/ or Services stated in the Order and any other obligations under and reasonably contemplated by this Agreement. 'Fee' means the fee or price for a performance of the Deliverables identified or calculated in accordance with the Order and includes all costs and expenses incurred in the supply, including travel and delivery charges and consumables, unless otherwise stated. 'Goods' means the products, goods, consumables and/or materials to be supplied under this Agreement. 'Licence' means a licence, qualification, permit, registration or accreditation, issued or granted by a government agency or professional body or any statutory requirement, necessary for the supply of the Goods or Services, including, where relevant a current National Criminal History Record Check and a Working with Children Check under any applicable legislation which shows no disclosable outcome that might reasonably be considered to place any client or employee of Uniting AgeWell at risk of harm, damage or loss. 'Order' means the purchase order form specifying the supply of Goods and/or Services. 'Personnel’ means employees, officers, agents and subcontractors. 'Services' means any services or works to be supplied under this Agreement. 'Supplier' means the party engaged to supply Goods and/or Services under this Agreement, 'Uniting AgeWell' means Uniting AgeWell Limited ABN 19628178 816, the organisation requesting Goods and/or Services under this Agreement.

2. General.

The Supplier agrees that by performing, or commencing performance, of the Deliverables, it accepts this Agreement as sole basis for the supply of the Deliverables unless the Deliverables are subject to another signed contract between Uniting AgeWell and the Supplier, in which case the terms of that contract override these Terms and Conditions. This Agreement may be varied only by written agreement between the parties.

3. Invoices and payment.

Uniting AgeWell will pay the Supplier the Fee for the Deliverables performed in accordance with this Agreement, within 30 days of receipt of a valid tax invoice from the Supplier. If the Fee is disputed in whole or in part, payment of the disputed amount will be withheld until the parties agree a resolution. All invoices must quote the Order number and Uniting AgeWell contact person and provide details of the Deliverables supplied, including details of time worked if charged on a time costing basis. Invoices are to be forwarded to the address on the Order. The price on the invoice must show the amount owing ex-GST, the GST component, and a total price inclusive of GST. The Fee as stated on the Order is firm and cannot be varied except with the prior written consent of Uniting AgeWell. Uniting AgeWell may deduct from any amount owing to the Supplier any amount which is payable by the Supplier to Uniting AgeWell.

4. Performance.

In carrying out the performance of the Deliverables, the Supplier must:

(a) perform its obligations under this Agreement with due care and skill and in a timely and professional manner;

(b) ensure its Personnel are appropriately qualified, skilled and supervised;

(c) obtain, maintain and thereafter comply with, all necessary Licences, and if requested by Uniting AgeWell, provide copies of such Licences to Uniting AgeWell;

(d) comply with all applicable laws, statutes and regulations relating to the supply of the Deliverables and relevant Licences including the Labour Hire Licensing Act 2018 (Vic);

(e) comply with reasonable directions made by Uniting AgeWell (including providing any requested information concerning the Supplier's compliance with this Agreement) and Uniting AgeWell's policies and procedures as notified to the Supplier from time to time;

(f) minimise any interference with occupiers or users of the site to which the Deliverables relate;

(g) ensure the Deliverables conform to any relevant specifications, be undertaken in accordance with any relevant Australian and industry standards, be fit for the intended purpose, be new (unless otherwise agreed), be of merchantable quality and free from any defect in design, materials and workmanship for a minimum of twelve months or for the period of warranty specified in a manufacturer warranty or guarantee;

(h) observe at all times, safe work practices when supplying the Deliverables and take all steps necessary to protect the safety of others from risks caused by the performance of the Deliverables, including complying with the requirements of the Occupational Health and Safety Act 2004 (Vic) and associated regulations; and

(i) comply with the Modem Slavery Act 2018 (Cth) and shall take reasonable steps to ensure that there is no Modern Slavery (as that term is defined in section 4 of that act) in the Supplier's business or its agents' or contractors/sub-contractors supply chains.

5. Delivery.

The Supplier shall provide a delivery advice with each delivery of Goods. All advices must quote the Order number. All Goods shall be suitably packed to ensure they are delivered in good condition to the address on the Order. Time is of the essence for any supply under this Agreement. Where the Goods and/ or Services are not received by the due date, Uniting AgeWell has the right under clause 12 to cancel the Order in respect of all or part of the incomplete supply and pay only for the supply received. Where the Supplier’s inability to supply on time is due to causes beyond its control, the Supplier may request an extension of time which will be considered by Uniting AgeWell, acting reasonably.

6. Title and risk in goods.

Title to Goods, free of encumbrances and other adverse interests, shall pass to Uniting AgeWell upon payment. Risk in Goods remains with the Supplier until the Goods have been delivered (or where appropriate, installed) at the location specified in the Order and expressly accepted by Uniting AgeWell.

7. Defects.

The Supplier must, promptly at its cost, make good any defects, errors, or omissions in the Deliverables (which may include replacement of the Deliverables) when directed to do so by Uniting AgeWell. Goods delivered in error, defective or otherwise failing to comply with this Agreement, shall be returned to the Supplier at the Supplier's expense. In relation to Services, if the Supplier does not promptly re-supply the Services, Uniting AgeWell may have that work carried out by others and the costs thereby reasonably incurred are moneys due and payable by the Supplier to Uniting AgeWell.

8. Indemnity.

The Supplier indemnifies Uniting AgeWell and its respective officers, employees and agents from any claim (including without limitation costs, expenses and legal fees) arising from or in respect of (a) claims that the Deliverables infringe any intellectual property rights; (b) the failure of the Supplier to comply with any law or its obligations under this Agreement, a (c) any personal injury or damage to person, property whether real or personal, insofar as that injury or damages arises out of or as a consequence of the Supplier's (or its Personnel's) acts or negligence. The Supplier's liability and indemnity under this clause is reduced proportionately to the extent that any loss or damage is caused by a negligent act or omission of Uniting AgeWell or its employees. Uniting AgeWell holds the Supplier's indemnity on trust and for the benefit of its Personnel.

9. Confidentiality, privacy and IP.

The Supplier must treat this Agreement and all information provided by or on behalf of Uniting AgeWell or obtained by the Supplier in the course of performing the Deliverables, as confidential. The Supplier must collect, use, disclose, store, retain and dispose of Personal information (as that term is defined in the Privacy Act 1988 (Cth) obtained in performing its obligations under this Agreement in accordance with the Privacy Act and Uniting AgeWell's privacy policy, including protecting all Personal Information obtained during the course of performing its obligations under this Agreement against misuse and loss and from unauthorised access, modification or disclosure. The Supplier must immediately notify Uniting AgeWell of any 'Eligible Data Breach' under the Privacy Act, or other possible breach or loss of such Personal information. Any intellectual property rights in the Deliverables developed for Uniting AgeWell vest in Uniting AgeWell upon their creation and, to the extent that the intellectual property rights are not owned by Uniting AgeWell, the Supplier grants Uniting AgeWell a non-exclusive, perpetual, and royalty-free licence to use the Deliverables and any pre-existing intellectual property rights in the Deliverables.

10. Insurance.

The Supplier shall obtain and maintain all applicable and appropriate insurances, (including without limitation, $20 million public liability in respect of any single occurrence, workers' compensation, vehicle, professional indemnity, cyber insurance, and general commercial insurance) in an amount sufficient to cover the Supplier's liabilities under this Agreement. Any failure to provide Uniting AgeWell with valid certificate of currencies for the term of this Agreement when requested to do so shall entitle Uniting AgeWell to terminate this Agreement.

11. Conflict of interest.

The Supplier must add any actual or apparent conflicts between the Supplier's interests and its duties to Uniting AgeWell under this Agreement and, if necessary, must immediately disclose such conflict to Uniting AgeWell's contact person listed on the Order. The Supplier must not do anything which may damage Uniting AgeWell's name, brand or reputation. The Supplier agrees that it shall not publish any document a material using Uniting AgeWell's name or logo without the prior written consent of Uniting AgeWell.

12. Termination.

Uniting AgeWell may terminate this Agreement or any Order by notice in writing to the Supplier at any time. In that case Uniting AgeWell will pay the Supplier for any Deliverables already performed or costs reasonably incurred. Uniting AgeWell may terminate this Agreement by notice in writing to the Supplier if the Supplier is in breach of a term or condition of this Agreement and fails to remedy such breach upon 7 days' written notice being served. Any termination under this clause will be without prejudice to any other right Uniting AgeWell may have at law. Termination under this clause shall not give rise to any legal liability on the part of Uniting AgeWell to pay any sum by way of compensation or damages to the Supplier. On termination the Supplier must immediately return all of Uniting AgeWell’s property and provide copies of any reports and deliverables which are partially complete.

13. Assignment and subcontracting.

The Supplier must not assign this Agreement or subcontract any part of the Deliverables without the prior written consent of Uniting AgeWell. The Supplier is responsible for the acts and omissions of its subcontractors as if they were the Supplier's acts and omissions.

14. Relationship.

Nothing in this Agreement constitutes a relationship of partnership, agency or employer and employee between the parties.

15. Governing Law.

This Agreement shall be construed in accordance with the laws of the State of Victoria and the parties submit to the courts of that jurisdiction.