Terms & Service Agreement
Provider Group Pty Ltd (ABN 16 625 286 660) of
Level 14, 275 Alfred Street North Sydney in the New South Wales
trading as Provider+ And CLIENT (Your company).
A. Service Agreement
Provider+ will endeavour to provide the Services to CLIENT as close as possible to the Scheduled Service Time subject always to:
1. there being no delay by the CLIENT or any third party in the provision of
information requested by the Provider+ in connection with the provision of Services
2. there being no change to the scope of the Services requested by the CLIENT
3. there being no change to any law or regulation which may affect the provision of Services
4. there being no delay by any third party which is outside of the reasonable control of the
Provider+, including any government agency; and
5. there being no force majeure event pursuant to clause 7.8.
6. the CLIENT does not contribute in any other way to any such delay.
– the CLIENT shall have no remedy against Provider+ in relation to any
reasonable delayed completion of the project as detailed in the Proposal or failure to
complete the project, where such delay or failure is the direct or indirect result of any act or
omission of the CLIENT or a breach by the CLIENT of this Agreement.
B. Confidentiality
1. A party will not, without the prior written approval of the other party, disclose the other
party’s confidential information.
2. A party will not be in breach of clause 1.6.1 in circumstances where it is legally compelled
to disclose the other party’s confidential information.
3. Each party will take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this Agreement, do not make public or
disclose the other party’s confidential information.
4. Notwithstanding any other provision of this clause, a party may disclose the terms of this
Agreement (other than confidential information of a technical nature) to its related
companies, solicitors, auditors, insurers and accountants.
5. This clause will survive the termination of this Agreement.
C. Payments and default
1. Unless otherwise agreed in writing by Provider+ (including where otherwise identified
on any Invoice issued by Provider+), all Invoices are payable by Reliable
Homecare within 7 days from the date of Invoice. Provider+ reserves the right to
invoice CLIENT either (i) before the provision of Services; (ii) during the
provision of Services; or (iii) after the provision of Services.
2. Provider+ reserves the right to charge interest on any overdue amount at a rate of
10% per annum, calculate daily, from the due date until payment is received by Reliable
Homecare in full. The CLIENT agrees to bear all costs incurred by Provider+
in collecting any overdue amounts including but not limited to collector agency fees, legal
fees and court costs.
3. If the CLIENT disputes the whole or any part of the amount claimed in an invoice
submitted by Provider+ pursuant to this Agreement, the CLIENT will pay the
undisputed portion on the due date. The dispute regarding the remainder may be referred
to the dispute resolution procedure presented by this Agreement.
4. In addition to paying any fees and any other amount payable or in connection with this
Agreement (which is exclusive of GST) the CLIENT will:
– pay to Provider+ an amount equal to any GST payable from any supply
by Provider+ in respect of which a fee or any other amount is payable under this
Agreement; and
– make such payment either on the date when the fee or other amounts to which it
relates is due or within seven (7) days after the CLIENT is issued with a tax
invoice, whichever is the later.
5. Where the CLIENT elects to make payment by credit card it will be charged an
additional credit card processing service fee of 3%.
6. Provider+ has sole discretion to accept or reject any Order or any variation or
modification of an Order requested by the CLIENT.
7. Provider+ has sole discretion to accept or reject any Order cancellation request by
the CLIENT. If a cancellation request is accepted by Provider+ Reliable
Homecare will be liable for any loss or expense incurred by Provider+ in respect of
that Order and Provider+ has the right to retain all fees paid by Reliable
Homecare to Provider+.
D. Force majeure
1. Provider+ shall not be liable for any delay or failure to perform its obligations if such
failure or delay is due to force majeure.
2. Provider+ shall notify the CLIENT as soon as practical of any anticipated
delay due to force majeure.
3. The performance of Provider+ obligations under this Agreement shall be
suspended for the period of the delay due to force majeure.
4. Provider+ shall not incur any liability to the CLIENT in respect of such
suspension.
5. If any of the above events occur for more than 30 days, either party may, without liability,
terminate any affected Order and/or these terms and conditions immediately by notice in
writing to the other party.
E. Project variations
1. Major variations as may be agreed between the parties to the outcome and scope will be
charged on a ‘Time & Cost’ basis. Alterations and corrections are to be detailed and
forwarded electronically to Provider+.
2. Any additional consultation, policy edits or reviews will be charged at $125 plus GST per
hour
F. Extent of liability
1. Any liability of Provider+ in connection with services supplied to the CLIENT
will, subject to any non-excludable liability for breach of conditions implied by legislation
and to the maximum extent permitted by law, at the election of Provider+ be limited to
the supplying of the services again or refunding the Payment by the CLIENT to
the Provider+ for the services detailed in the Proposal.
2. To the extent the law permits and notwithstanding any other clause of these terms and
conditions, Provider+ excludes all liability whatsoever to the CLIENT for any
Consequential Loss.
G. Intellectual property
1. Unless otherwise agreed in writing by the Provider+:
– the CLIENT acknowledges that Provider+ is the proprietor or licensee of
all intellectual property rights in materials and information provided
by Provider+ to the CLIENT under or in connection with these terms
and conditions or an Order
– Provider+ owns and retains all Intellectual Property Rights. All rights in and to
Developed IP vest in Provider+ immediately upon its creation. Reliable
Homecare hereby assigns to Provider+ all of its rights to or interest in any
Developed IP
– To the extent that any rights to or interest in Developed IP do not vest in or are not
assigned to Provider+ under clause 7.13.1.2, the CLIENT undertakes to
do all things necessary and required by Provider+ for the proper vesting or
assignment of such rights, including executing all documents or assignments and
providing all necessary information, records or materials to Provider+ or any
other party.
2. The CLIENT shall not sell, transfer or otherwise permit to be used by any third
party any Provider+ Document.
H. Restraint
1. Throughout the restraint period, the CLIENT shall ensure that none of the Client
Parties shall be directly or indirectly involved in any of the following activities:-
1. Conducting a business supplying competing services within the restraint area.
2. Engaging the services of any person who was an employee of or contracted to the
Supplier or a subsidiary within the preceding 12 months.
3. Supplying competing services to any company or other entity to which
the Provider+ or any of its subsidiaries supplied services during the preceding 12
months.
4. Engaging in conduct derogating from the goodwill of Provider+ or a subsidiary,
including by providing assistance to any competitors of Provider+.
2. The parties agreed that each combination of a period referred to in the definition of
“Restraint Period” with an area set out in the definition of “Restraint Area” shall form separate covenants, with the intention that, if any such covenant should be unenforceable,
the other covenant shall remain of full force and effect.
3. The parties acknowledge that the provisions of this clause are no wider than reasonably
necessary to protect the reasonable commercial interest of the parties and
of Provider+.
I. Copyright
1. All expressions used in this Agreement in relation to rights in copyright will be construed as
defined in the Copyright Act 1968 (Cth).
J. Governing law
1. This Agreement is governed by the laws of the New South Wales.
2. Each of the parties irrevocably submits to the jurisdiction of the Courts of New South
Wales.
K. Enforceability
1. Any provision of, or the application of any provision of, this Agreement which is prohibited
in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
2. Any provision of, or the application of any provision of, this Agreement which is void, illegal
or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of
that provision in any other jurisdiction or of the remaining provisions in that or any other
jurisdiction.
L. Indemnity
1. the CLIENT must indemnify, and keep indemnified, Provider+ from and
against any loss or claims, including any third party claims, arising out of a breach of these
terms and conditions by the CLIENT or anyone else authorised to represent
the CLIENT.
M. Acknowledgement
1. The CLIENT acknowledges and agrees that the Provider+ in no way
guarantees any registration under or in connection with the National Disability Insurance
Scheme. Any registration is regulated by the Australian Government and is subject always
to their approval.
2. The CLIENT is ultimately and solely responsible and accountable for the accuracy
of any information, documents, declarations or otherwise supplied by the CLIENT to the Provider+ for the purpose of the Services being delivered.
N. Cooling off period and refund policy
1. Unless otherwise agreed in writing a two (2) business day cooling off period from the date
of Work Order acceptance by the CLIENT (signature and return) applies to
accepted Work Orders that have not yet been supplied
2. Once documents or policies have been provided, no cooling off period applies and no
refunds will be processed
3. Should the CLIENT decide to not proceed with the Services during the cooling off
period a full refund will be made by Provider+ to the CLIENT, Unless
policies have been delivered. In which case no refunds will apply.
4. After the cooling off period all fees due for the Services are due and payable by Reliable
Homecare.
5. Should the CLIENT request termination of the Services after the cooling off period
any refunds to the CLIENT are at the discretion of Provider+.
