These terms and conditions (Ts&Cs) apply to each Purchase Order by Uniting AgeWell which is accepted by the Contractor and which isn’t regulated by a service agreement between Uniting AgeWell and the Contractor.
Defined terms used in these terms and conditions are capitalised and set out in clause 20.
1. Issue and acceptance of Purchase Orders
Written or verbal acceptance of a Purchase Order, or the supply of Goods and/or Services pursuant to a Purchase Order, by the Contractor, will constitute acceptance of these terms and conditions.
2. Cancellation and suspension
(a) Uniting AgeWell may cancel or suspend requested Deliverables at any time by giving the Contractor as much notice of the cancellation or suspension as reasonably practicable in the circumstances, which will be at least one business days’ notice, except in the event of an emergency or other extenuating circumstance.
(b) The Contractor may cancel a Purchase Order by giving Uniting AgeWell no less than one business days’ written notice.
3. Fees
(a) The Service Fees are the maximum fixed price for the Deliverables and includes any GST and any superannuation guarantee contribution and/or workers’ compensation premium payable by Uniting AgeWell in connection with the Contractor’s engagement.
(b) If Uniting AgeWell agrees to reimburse reimbursable expenses, the amount Uniting AgeWell is required to pay is to be reduced by the value of any input tax credit that the Contractor is entitled to claim in respect of the cost or expense.
4. Invoices and payment
(a) Any claim for payment must be in the form of a valid invoice that meets all requirements for an itemised invoice under funding requirements for the Deliverables and any applicable government guidelines, submitted in accordance with the invoicing intervals specified in the Purchase Order or within 14 days of Deliverables being provided under these Ts&Cs, or when requested by Uniting AgeWell, including a final invoice upon Uniting AgeWell notifying the Contractor that a Client will cease receiving Deliverables. Invoices must be accompanied by such supporting information as Uniting AgeWell reasonably requires to verify or evidence the status, scope or provision of the Deliverables.
(b) Without limitation, invoices must be itemised and include the following details for each supply and each Client (as applicable): details of Deliverables; Client’s name and description of Goods/Services delivered; Goods/Service name/identifier and Goods/Service type; Uniting AgeWell’s purchase order number; date of delivery; unit type (e.g., hour/item); unit price; and number of units delivered.
(c) Payment will be made by Uniting AgeWell within 30 days after the end of the calendar month or receipt of the verified and valid invoice for the claimed fee or charge.
(d) If the invoicing requirements under these Ts&Cs aren’t met, an invoice may not be accepted and Uniting AgeWell will not be required to pay for the relevant Deliverables.
(e) Uniting AgeWell has no liability to the Contractor for the cost of the Deliverables beyond the amount Uniting AgeWell is permitted by law to distribute or allow to the Contractor from the Client’s Government funding. The Contractor acknowledges that the timing of Government funding may result in payments to the Contractor being delayed and that no additional charges, including interest, are payable by reason of such delays.
(f) Uniting AgeWell may deduct or set-off from payments to the Contractor:
(i) an amount equal to any superannuation guarantee contribution and/or workers compensation premium paid or payable by Uniting AgeWell if the Contractor is a sole trader or deemed worker; and
(ii) any amount the Contractor owes Uniting AgeWell, including any loss or damage incurred by Uniting AgeWell as a consequence of the Contractor’s failure to comply with these Ts&Cs.
(g) Except as specified in these Ts&Cs, the Contractor must pay all fees, charges and costs incurred in the performance of its obligations.
5. Service requirements
(a) The Contractor must perform and supply the Deliverables to Uniting AgeWell or Uniting AgeWell’s nominated Clients, on a non-exclusive basis, with due care and skill to meet the Key Performance Indicators and Measures, in accordance with all applicable laws, relevant standards (including the Aged Care Quality Standards), the Statement of Rights and Code of Conduct under the Aged Care Act, government guidelines and applicable funding agreements, Uniting AgeWell’s reasonable directions, Uniting AgeWell’s policies and procedures notified to the Contractor and any reasonable and consistent directions of the relevant Clients.
(b) The Contractor must:
(i) maintain all appropriate licences, approvals and authorisations necessary to discharge its obligations under these Ts&Cs;
(ii) ensure all Deliverables uphold the rights of Clients under the Aged Care Act with regard to the Statement of Rights and, any other charter of rights, and align with the Client’s care plan and support plan;
(iii) provide all equipment necessary for the supply of the Deliverables, which must be used in conjunction with appropriate electrical safety switches, including residual current devices; and
(iv) ensure any Goods:
(A) accord with the Purchase Order, are fit for the intended purpose and free from security interests and defects;
(B) are delivered in accordance with the delivery method, delivery location and delivery date specified in the Purchase Order or notified by Uniting AgeWell; and
(C) in the case of food: are fresh, clean, wholesome, of high quality and free from contamination or taint; meet the dietary, cultural, religious, and texture requirements as directed by Uniting AgeWell or as gathered from Client instructions and feedback; be clearly labelled with the Client’s name, packaging date, use-by date (minimum 3 days post-delivery), ingredients list, allergen advice and heating and storage instructions; and are regularly assessed by an Accredited Practising Dietitian in accordance with the Department of Health, Disability and Ageing’s Meal Requirements for In-home Aged Care Guidance for Providers (or any notified replacement).
6. Personnel
(a) The Contractor must ensure that all Personnel overseeing or performing all or part of the Deliverables:
(i) are at least 18 years of age;
(ii) have a right to work in Australia;
(iii) are competent and have suitable qualifications, training, and, if necessary, are accredited and/or registered, for the Services and responsibilities assigned to them;
(iv) have been subject to and cleared under any applicable suitability and/or disclosable outcomes risk assessment and worker screening background check (including any required aged care worker screening and/or working with children check);
(v) are not listed on the registers of exclusion decisions and banning order;
(vi) comply with Uniting AgeWell’s reasonable directions concerning their presentation and identification; and
(vii) if they are concerned with transporting Clients, they hold a current driver’s licence, are fit to drive, use a registered and roadworthy vehicle covered by comprehensive motor vehicle insurance and comply with applicable road and traffic laws.
(b) The Contractor must ensure that its Personnel immediately notify the Contractor of any change of circumstances that could impact their suitability to deliver the Deliverables.
(c) The Contractor must maintain an up-to-date register of the Personnel made available by the Contractor in connection with the provision of the Deliverables, including their full name, date of birth and address, qualifications, clearances and suitability assessments.
(d) The Contractor must:
(i) immediately notify Uniting AgeWell if its Personnel should have been, but were not, excluded from providing the Deliverables; and
(ii) if requested, provide Uniting AgeWell with any certification and/or evidence of the Contractor’s and Personnel’s compliance with these Ts&Cs (as reasonably required by Uniting AgeWell).
7. Immunisation and infection control
The Contractor must:
(a) comply with applicable laws and directives regarding immunisations, infection control and use of personal protective equipment, and implement appropriate supporting and prudent policies and procedures in relation to immunisations and infection control acceptable to Uniting AgeWell;
(b) not allow its Personnel to attend Clients while they are infectious or unwell; and
(c) on request, provide Uniting AgeWell with information reasonably required by Uniting AgeWell regarding the immunisation status of Personnel.
8. Incident management system, complaints and feedback
(a) The Contractor must implement prudent policies and procedures for preventing, identifying and responding to the neglect and abuse of Clients, acceptable to Uniting AgeWell, including:
(i) implementing and maintaining prudent policies and procedures in respect of incident management, complaints and feedback, and whistleblower protection under the Aged Care Act, including ensuring those policies and procedures are consistent with Uniting AgeWell’s systems; and
(ii) ensuring Clients are encouraged and supported to provide feedback and make complaints in connection with the Deliverables and ensure that Clients are not victimised or discriminated against for reporting an incident, making a complaint or providing feedback.
(b) The Contractor must assist Uniting AgeWell and any regulatory authority (including the Commonwealth Department of Health, Disability and Ageing or the Aged Care Quality and Safety Commission) in the investigation of any reportable incident or Client complaint.
9. Mandatory SIRS incident reporting and other reports
(a) The Contractor must ensure that its Personnel complete and promptly supplies to the care partner nominated by Uniting AgeWell a written report concerning the Deliverables provided to that Client, Client absences and any observations made and any recommendations for future action, in a form reasonably required by Uniting AgeWell, together with any other reports reasonably required by Uniting AgeWell.
(b) The Contractor must immediately notify Uniting AgeWell and the relevant care partner of:
(i) any mandatory notification or report or notifiable event to Uniting AgeWell under an applicable policy or procedure or to a government agency concerning the Deliverables or its Personnel, including under the ‘Serious Incident Response Scheme’ and any applicable code of conduct;
(ii) any review or investigation by the Contractor or a third party concerning breaches by the Contractor or its Personnel of applicable laws or these Ts&Cs; and
(iii) any non-compliance with these Ts&Cs that is part of a systemic pattern of conduct.
(c) Irrespective of any other requirement under this clause 9, the Contractor must ensure that Uniting AgeWell and the relevant care partner are promptly notified by telephone within two hours or by 10:00am on the following day if after hours, with subsequent written confirmation within two working days, of:
(i) a Client being absent during a prescribed attendance;
(ii) an emergency situation with a Client warranting third party assistance or intervention;
(iii) any accident, injury or near misses involving Clients or Personnel;
(iv) any damage or destruction to the homes, rooms and living quarters of a Client and surrounding areas, caused or contributed to by the acts or omissions of the Contractor and/or its Personnel (excluding fair wear and tear);
(v) any suspicion or allegation of harm, neglect or abuse of or by a Client;
(vi) material complaints made by Clients or third parties in connection with the conduct or the provision of the Deliverables by its Personnel; and
(vii) any other notifiable matters reasonably directed by Uniting AgeWell.
10. Workplace health and safety
(a) The Contractor must itself and must ensure that its Personnel, at all times identify and take all necessary precautions for the health and safety of all persons who may be affected by the performance of the Deliverables (to the extent within their direct control).
(b) The Contractor must immediately notify Uniting AgeWell in writing of all incidents, injuries or risks to health and safety affecting or likely to affect any person at a site relevant to the Deliverables.
(c) If the Contractor is required by any applicable workplace health and safety law to give any notice of an accident occurring during the performance of the Deliverables, the Contractor must, at the same time, or as soon as possible in the circumstances, give a copy of the notice to Uniting AgeWell (subject to any obligation of confidence, in which case, confidential information may be redacted from the report provided to Uniting AgeWell).
11. Privacy and dignity
The Contractor must at all times comply with Uniting AgeWell’s privacy policies and procedures, the requirements of the Privacy Act 1988 (Cth), the Aged Care Act and other laws applicable to the handling of personal, health or sensitive information. Without limitation, the Contractor must:
(a) embed cultural respect principles into the delivery of the Deliverables to create a culturally welcoming environment and give effect to the Statement of Rights under the Aged Care Act;
(b) protect the personal information of Clients in accordance with the Aged Care Act;
(c) store any personal or health information collected by the Contractor in connection with these Ts&Cs in Australia and ensure it is only used in accordance with these Ts&Cs and applicable laws; and
(d) promptly notify Uniting AgeWell of any data breaches and provide Uniting AgeWell with any information that may be reasonably required by Uniting AgeWell to fulfil its obligations in relation to mandatory reporting of privacy breaches.
12. Audit
The Contractor must, at all reasonable times, allow Uniting AgeWell, any person authorised under the Aged Care Act, or any relevant government agency including the Department of Health, Disability and Ageing and the Aged Care Quality and Safety Commission or other regulatory or funding body to access and copy all records relating to the Deliverables, Clients and these Ts&Cs.
13. Authority to share information and records with Uniting AgeWell
The Contractor must obtain all necessary authorisations and consents to provide reports and information to Uniting AgeWell under these Ts&Cs, including information concerning its Personnel, their suitability and their interactions with and observations on Clients.
14. No sub-contracting or assignment without approval
The Contractor must not sub-contract or assign the whole or any portion of its obligations under these Ts&Cs, except with Uniting AgeWell’s prior written consent, which may be subject to any conditions Uniting AgeWell considers appropriate.
15. Damage to property by Clients
(a) Except to the extent caused or contributed to by the negligent acts or omissions of Uniting AgeWell’s personnel, Uniting AgeWell is not liable or responsible for any loss, damage or destruction to the Contractor’s property or that of the Contractor’s Personnel caused or contributed to by the acts and omissions of Clients.
(b) The Contractor must make good any damage the Contractor or its Personnel cause to the property of Clients.
16. Insurances and indemnity
(a) The Contractor must maintain statutory workers compensation insurance, the minimum insurance requirements notified by Uniting AgeWell or evidenced by the Contractor as part of the Contractor registering as a contractor with Uniting AgeWell, and any other policies Uniting AgeWell reasonably requires from time to time, with a reputable insurer.
(b) On request, the Contractor must provide Uniting AgeWell with copies of the prescribed insurance policies and/or certificates of currency.
(c) The Contractor must indemnify, keep indemnified and hold harmless Uniting AgeWell, from and against all actions, liabilities, claims, losses, damages, penalties, demands, costs and expenses (including, without limitation, all legal costs on a full indemnity basis) consequent upon, occasioned by, or arising from the Contractor or any of its Personnel being deemed to be a sole trader, employee, or worker of Uniting AgeWell and any negligent, reckless or illegal act or omission, breach of intellectual property rights or breach of these Ts&Cs by the Contractor or any person the Contractor is responsible for. The Contractor’s obligation to indemnify Uniting AgeWell under this clause in relation to the acts or omissions by the Contractor (but not the treatment of a person as a sole trader, employee or worker) does not apply to the extent that any liability is directly caused by any negligent act or omission of Uniting AgeWell.
17. Confidentiality and consent to disclosure of Contractor’s identity
(a) The Contractor must keep these Ts&Cs and any confidential information of Uniting AgeWell strictly confidential except as required by law and only use confidential information of Uniting AgeWell for the purposes of providing the Deliverables.
(b) The Contractor consents to the disclosure of its identity to the Commonwealth of Australia and to funders of the Deliverables.
(c) The Contractor must not, without Uniting AgeWell’s prior written consent, market or promote in any form of media its association with Uniting AgeWell or use any of Uniting AgeWell’s trade marks or logos (such consent may be revoked or withdrawn and ends on these Ts&Cs ending).
18. Termination
(a) Either party may terminate these Ts&Cs at any time on giving the other party no less than 21 days’ written notice, in which case, subject to clause 4 Uniting AgeWell must pay the Contractor for all Deliverables that have been provided prior to the date of termination in accordance with these Ts&Cs.
(b) Either party may terminate these Ts&Cs or one or more of the Purchase Orders with immediate effect, by way of written notice to the other party, if the other party:
(i) breaches a provision of the Agreement and fails to remedy the breach within seven days of receiving a written notice specifying the breach and the action required to remedy it;
(ii) breaches a provision of these Ts&Cs that cannot be remedied or has persistently been in breach of these Ts&Cs; or
(iii) is subject to an insolvency event.
(c) On termination or expiry of these Ts&Cs or one or more of the Purchase Orders, the Contractor must promptly:
(i) return all of Uniting AgeWell’s property within the Contractor’s possession or control, including Uniting AgeWell’s confidential information pertaining to these Ts&Cs or the relevant service Purchase Order(s); and
(ii) provide Uniting AgeWell with any outstanding invoices, reports and Deliverables, as well as any reports and if requested by Uniting AgeWell, any Deliverables which are partially complete.
(d) The termination of these Ts&Cs or a Purchase Order will not in any way prejudice or affect the rights, duties or obligations of the parties which may have arisen prior to the date of termination.
(e) The provisions of these Ts&Cs dealing with record-keeping, confidentiality and privacy, intellectual property, evidencing insurance, indemnities, and consequences of termination survive termination and may be enforced at any time.
19. General
(a) The parties acknowledge and agree that the legal relationship between them is that of independent contractors, and that none of the Contractor’s Personnel will for any purpose be regarded as Uniting AgeWell’s officers, employees, partners or agents.
(b) Except as otherwise provided in these Ts&Cs the Contractor has full control over working time, methods and decision making in relation to provision of the Deliverables and is to work autonomously.
(c) The Contractor must cause its Personnel to comply with these Ts&Cs (to the extent relevant to their roles) and non-compliance by its Personnel will be a breach of these Ts&Cs by the Contractor, as if done or not done by the Contractor.
(d) All intellectual property rights in materials, systems and processes developed by or for Uniting AgeWell in connection with these Ts&Cs exclusively vest in and are owned by Uniting AgeWell.
(e) If there is more than one Contractor, each covenant, undertaking, representation, warranty, indemnity or agreement made or given by a Contractor is given by and binds those parties jointly and severally.
(f) A reference to a statute, code or other law includes regulations and other instruments made under it and includes consolidations, amendments, re-enactments or replacements of any of them.
(g) These Ts&Cs apply to the exclusion of the Contractor’s proposal or standard terms of trade (including invoices). All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of these Ts&Cs are superseded by these Ts&Cs.
(h) These Ts&Cs must be interpreted in accordance with the laws of the State or Territory in which the Deliverables are provided. The parties agree that the Courts of that state shall have jurisdiction to entertain any action in respect of, or arising out of, these Ts&Cs.
20. Definitions
In these terms and conditions:
Aged Care Act means the Aged Care Act 2024 (Cth), the Aged Care Rules 2025 (Cth), and to the extent relevant the Aged Care (Consequential and Transitional Provisions) Act 2024 (Cth), the Aged Care Act 1997 (Cth).
Agreement means the Purchase Order, including any document referred to therein, together with these terms and conditions and specifically excludes any conditions appearing on any quotation, docket, invoice or other document of the Contractor.
Client means clients of Uniting AgeWell contacted, assisted or attended to by the Contractor in connection with the supply of the Deliverables.
Contractor means the party engaged to supply the Deliverables under these Ts&Cs, as identified in the Purchase Order.
Deliverables means the Goods and/ or Services stated in the Purchase Order and any other obligations under and reasonably contemplated by these Ts&Cs. Goods means the products, goods, consumables and/or materials to be supplied under these Ts&Cs.
Key Performance Indicators and Measures means attending to Clients and providing and invoicing for the Deliverables on time, in compliance with applicable laws and standards and any other indicators or measures specified in or required for the Contractor to satisfy a Purchase Order.
Personnel means employees, officers, agents and subcontractors and their employees, officers and agents.
Purchase Order means the purchase order form issued by Uniting AgeWell specifying the supply of Goods and/or Services.
Services means any services or works to be supplied under these Ts&Cs.
Service Fee means the fee or price for the provision or performance of the Deliverables, identified or calculated in accordance with the Purchase Order and includes all costs and expenses incurred in the supply, including travel and delivery charges and consumables, unless otherwise stated.
Uniting AgeWell means Uniting AgeWell Limited ABN 19 628 178 816, the organisation requesting Deliverables under these Ts&Cs.