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1.1 Definitions
“Agreement” means the legally binding agreement between the parties formed in accordance with clause 2.1 of these Terms and Conditions and constituted by the documents referred to in clause 2.2.
“Applicable Laws and Standards” means all laws, legislation, regulations, principles, government issued guidelines, industry standards and codes of practice that apply to the provision of the Services which may include the Aged Care Act 1997 (Cth), the Aged Care Act 2024 (Cth) (once commenced), the Quality of Care Principles 2014 (Cth), the User Rights Principles 2014 (Cth), the Aged Care Quality and Safety Commission Act 2018 (Cth), the Charter of Aged Care Rights, the Disability Act 2006 (Cth).
“Associated Provider” means an entity that engages in conduct under an arrangement with a registered provider relating to the delivery of funded care services.
“Care Giver” means a person who provides unpaid care to a Care Recipient.
“Care Plan” means the care program developed for a Care Recipient, which includes details of the services that will be provided.
“Care Recipient” means an approved care recipient of the Purchaser (the Purchaser is a registered provider).
“Care Recipient Records” means all information, documents and materials, in any form, relating to the Care Recipient developed by either party, or any other person in connection with this Agreement and/or in the provision of Services.
“Confidential Information” means all information disclosed by a party to the other party for the purposes of this Agreement relating to the operations, business, research or technology of the disclosing party and any information marked or identified by the disclosing party as confidential.
“Goods” means the goods to be provided to the Purchaser by the Supplier under the Purchase Order.
“GST” means the goods and services tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 and related legislation.
“Intellectual Property” means all intellectual property, including but not limited to copyright, inventions, patents, rights in designs, circuit layouts and trademarks capable of protection at law.
“Modern Slavery” means any activity, practice or conduct that would constitute an offence in relation to slavery, forced labour, involuntary servitude, debt bondage, human trafficking, and other slavery-like exploitation as prohibited under all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Criminal Code Act 1995 (Cth), sch 1, divisions 270 and 271; the Modern Slavery Act 2018 (Cth).
“Personal Information” has the same meaning as that used in the Privacy Laws.
“Personnel” means Directors, officers, employees, agents or sub-agents, contractors or sub-contractors of a party.
“Privacy Laws” means the legislation relating to the privacy of personal information and health information including the Privacy Act 1988 (Cth) and the applicable stated-based legislation or codes of practice.
“Purchase Order” means the completed purchase order form issued by the Purchaser to the Supplier which identifies the Supplier and includes a description and the price of the Goods and or Services and includes the documents referred to in or attached to the Purchase Order.
“Purchaser” means Retire Australia Management Pty Ltd its related entities, agents or related body corporate (as such terms are defined in the Corporations Act 2001 (Cth) that enters into a Purchase Order for the purchase or Goods and or Services with the Supplier.
“Reportable Incident” means any of the following that involves a Care Recipient, the Supplier, or its Personnel:
“RetireAustralia Data” means all data, information, correspondence and records collected or generated for RetireAustralia by the Supplier in connection with the performance of this Purchase Order.
“Services” means the services to be provided to the Purchaser by the Supplier under the Purchase Order.
“Site” The Purchaser’s premises to which the Goods and or Services are required.
“Specification” means any specification applying to the Goods and or Services and referred to in or attached to the Purchase Order.
“Supplier” means the party providing the Goods and or Services identified in the Purchase Order.
“Supplier Data” means all data, information, correspondence and records collected or generated by the Supplier in the course of its operation.
“Terms and Conditions” means these terms and conditions.
“Warranty Period” means the period commencing on the date of supply of any Services or of any Goods to the nominated delivery point and lasting for a period of one year.
1.2 Interpretation
Unless the contrary intention appears in these Terms and Conditions:
(a) a reference to the singular includes the plural and vice versa; and
(b) a reference to a person includes that person’s successors, administrators, executors and assigns and a firm, body corporate, partnership, joint venture, unincorporated body or association or any government agency.
2.1 The Supplier is taken to have accepted a Purchase Order if it notifies the Purchaser of its acceptance or at such earlier time as it delivers, or commences to deliver, or perform the Goods and or Services. These Terms and Conditions apply between the parties as a binding agreement from the time of the Supplier’s acceptance and the Supplier agrees to supply the Goods and or perform the Services in accordance with this Agreement.
2.2 If there is any inconsistency between a provision of:
(a) an existing written contract between the Purchaser and the Supplier for Goods and or Services of the kind described in the Purchase Order as Goods and or Services;
(b) these Terms and Conditions;
(c) any other terms and conditions expressly incorporated into the Purchase Order;
(d) any document annexed or attached to the Purchase Order, or
(e) any document proffered by the Supplier which has been signed on behalf of the Purchaser and returned to the Supplier.
The first-mentioned provision takes precedence in the order set out in this clause.
2.3 The Supplier represents and warrants that it has carefully examined all documents furnished by the Purchaser and fully satisfied itself regarding all the conditions, risks, contingencies and other circumstances including Site conditions which might affect the supply of the Goods and or performance of the Services.
2.4 No amendment to the Purchase Order will be binding on the parties unless approved in writing by the Purchaser.
2.5 The Supplier must not subcontract or assign all or any part of the Purchase Order without the prior written approval of the Purchaser.
2.6 Where the Supplier subcontracts any of its obligations under this Agreement, the Supplier remains liable for the performance of all its obligations under the Agreement.
3.1 The Supplier must not vary the Purchase Order except as directed and approved by the Purchaser in writing.
3.2 The Purchaser may propose to vary the Purchase Order by notice in writing and the Supplier must use reasonable endeavours to comply with any such request.
3.3 If a variation is directed by the Purchaser, the Supplier must promptly notify to the Purchaser:
(a) the additional or reduced costs resulting from the proposed variation, and
(b) any revised delivery or completion times as a result of the proposed variation.
3.4 If the parties agree, the Purchase Order may be amended by the Purchaser to reflect the agreed variation including costs and changes to delivery times.
4.1 The Supplier warrants that it and its Personnel will:
(a) act in a lawful manner, have the resources and the competence, skill and knowledge to perform the Services and or complete delivery of the Goods in accordance with the policies, procedures and reasonable directions provided by the Purchaser;
(b) maintain effective and appropriate communication with Purchaser and, if necessary, with the Care Recipient, at all times;
(c) discuss any potential disruption to Services, or issue with the Goods, with the Purchaser as soon as reasonably practicable;
(d) submit tax invoices in accordance with this Agreement and any Purchase Order;
(e) ensure that its Personnel are appropriately qualified and trained;
(f) obtain and maintain, and ensure that its Personnel obtain and maintain, any reasonable requirements by the Purchaser (including a Police Check for Personnel attending on Site) and any necessary approvals, licences, permits, qualifications, registrations and other statutory requirements necessary for the performance of the Goods and/or Services under this Agreement including those mandated by the Applicable Laws and Standards;
(g) have policies in place to ensure compliance with its obligations under this Agreement, and provide records of its compliance with this Agreement on request by Purchaser;
(h) utilise any third-party platforms, for matters including document upload, inductions and QR codes, as reasonably required by Purchaser;
(i) not do anything which would adversely affect or damage the reputation, operations or commercial viability of Purchaser, its officers, employees or agents;
(j) exercise reasonable care, diligence and skill, and act in good faith;
(k) not breach, or cause the Purchaser to breach, this Agreement;
(l) ensure the Goods and or Services will be fit for the purpose intended and fit the description of the Goods and or Services referred to in the Purchase Order;
(m) ensure where applicable the Goods and or Services will match any sample or demonstration of the Goods and or Services given to the Purchaser by the Supplier;
(n) ensure the Goods and any applicable installation of them will be complete, accurate, of merchantable quality and free from defects in design, materials, workmanship;
(o) ensure it has all rights, title, licences, interests and property necessary to provide the Goods and or perform the Services;
(p) ensure where applicable it is entitled to use and licence, free from encumbrances, any Intellectual Property rights used or transferred to the Purchaser under this Agreement, and that the use of the Goods and or Services or any licence granted will not infringe the rights of any owner of the Intellectual Property; and
(q) supply to the Purchaser all documentation associated with the use of the Goods and or Services.
4.2 The Supplier must comply with the standards of quality specified in the Purchase Order, any Specification and comply with any law or regulation applicable to the Goods and or Services.
4.3 If no standards are specified the Supplier must comply with the best quality standards applicable to goods and services of the kind referred to herein as the Goods and or Services.
4.4 The Purchaser may on reasonable notice inspect the Goods prior to delivery and the Supplier must give the Purchaser all reasonable access to premises during business hours to enable such inspection.
4.5 The warranties referred to in clause 4.1 are in addition to any statutory warranties applicable to the Goods and or Services.
4.6 The Supplier:
(a) must notify the Purchaser of the manufacturer’s warranty period, and any reduction in that period arising from the transfer of the Good to the Purchaser, within 3 Business Days following receipt of a Purchase Order for Goods and prior to supplying or delivering those Goods to the Purchaser;
(b) must not reduce its standard warranty period on account of any transfer of ownership from the Purchaser to any third party recipient; and
(c) assigns to the Purchaser the benefit of any warranties, including manufacturers’ warranties, given in favour of the Supplier with respect to the Goods, and agrees to take any steps necessary to perfect the assignment. Where the Supplier is unable to assign any warranty, but retains the benefit of that warranty, the Supplier agrees to take any steps to claim on the warranty that are reasonably requested by the Purchaser.
4.7 During the Warranty Period the Purchaser may give written notice to the Supplier of any failure or defect in the Goods and or Services.
4.8 The Supplier must promptly correct any defect or failure in the Goods and or Services at no cost to the Purchaser by repair, replacement, modification or other means acceptable to the Purchaser.
4.9 If the Supplier fails to correct any defect or failure of which it has been notified by the Purchaser under clause 4.6 within the time specified in the notice (which will not be unreasonable), the Purchaser has the right to rectify the defect or failure itself or have the rectification undertaken by a third party. All costs incurred will be a debt due and payable by the Supplier to the Purchaser and may be deducted from moneys which may otherwise be payable by the Purchaser to the Supplier.
5.1 The Supplier is responsible for:
(a) ensuring that its management Personnel understand and comply with the terms of this Agreement, and
(b) its Personnel, including all acts and omissions and all the payment of all amounts related to their engagement including wages, leave and superannuation.
5.2 The Purchaser may, acting reasonably, notify the Supplier that a member of its Personnel is to cease being involved in the provision of Goods and Services under this Agreement. In line with its commitment to act reasonably, The Purchaser agrees to limit the operation of this clause to Supplier’s Personnel:
(a) who have breached a term of this Agreement (in The Purchaser’s opinion); or
(b) whom the Care Recipient makes a complaint about or requests no longer attend their residence.
5.3 The Supplier must ensure their Personnel are provided with appropriate personal protective equipment as required. The Supplier must make all arrangements for consumables and other equipment that are necessary to provide the Goods and/or Services.
6.1 Neither party assigns any of its existing Intellectual Property rights to the other party by the supply or receipt of any Goods and or Services under the Agreement.
6.2 The Supplier grants to the Purchaser, or will procure from any third party owner for the benefit of the Purchaser, a permanent, irrevocable, royalty-free, worldwide, non-exclusive licence (including a right to sub-licence) to use, reproduce, modify, publish, adapt or communicate to the public the Intellectual Property in the Goods and or Services so as to enable the Purchaser’s full use of the Goods and or Services.
6.3 The Supplier agrees that any Intellectual Property created in the process of supplying the Goods to the Purchaser under the Purchase Order is vested in and remain the property of the Purchaser.
6.4 If a third party claims, or the Purchaser reasonably believes that a third party is likely to claim, that the use by the Purchaser of all or part of the Goods and or Services infringes its Intellectual Property rights, or breaches its confidences, the Supplier must, in addition to the indemnity under this Agreement and to any other rights that the Purchaser may have against it, promptly at the Supplier’s expense:
(a) use its best efforts to secure the right for the Purchaser to continue to use the affected Goods and or Services free of any claim or liability for infringement; or
(b) replace or modify the affected Goods and or Services so that they, or the use of them, does not infringe the Intellectual Property rights of any other person, without any reduction in the performance or quality of the affected Goods and or Services.
7.1 Unless otherwise specified in the Purchase Order, the Goods are to be delivered by the Supplier to the nominated Purchaser address, adequately packaged and protected to ensure safe delivery to the delivery point and by the delivery date specified in the Purchase Order. The Goods are to be accompanied by a delivery document which identifies the Purchase Order’s specific number. Any signature obtained from the Purchaser staff member placed on the delivery document at the point of delivery will represent the Purchaser’s acknowledgement of delivery of the Goods but not acceptance of any terms and conditions of the Supplier contained in the delivery document.
7.2 The Goods will become the property of the Purchaser and risk will pass to the Purchaser upon delivery of the Goods to the Purchaser. Notwithstanding that the Purchaser takes delivery of the Goods or pays any Supplier invoice, the Supplier will for a reasonable period after delivery, be responsible for any loss or damage to the Goods which may have occurred prior to delivery and for any noncompliance of the Goods, at the time of delivery, with the requirements of the Purchase Order.
7.3 The Purchaser may nominate a completion date for the provision of Services. The Supplier must ensure that the delivery of the Services are performed within the nominated timeframes. The Supplier must notify the Purchaser in writing of any delays whether expected or actual.
7.4 If the Supplier becomes aware that a delay in delivery of Goods and or Services may or will occur, it must notify the Purchaser promptly. The Purchaser may in its discretion grant an extension of time to any specified delivery date provided that the delay is due to a cause beyond the reasonable control of the Supplier and further provided that the Supplier satisfies the Purchaser that it has used its best endeavours to prevent or overcome the delay.
7.5 Where the Purchase Order requires the Supplier to supply Goods or provide Services which are or may be hazardous or dangerous to persons or property, the Supplier, must at or before delivery of the Goods or at any relevant time in relation to performance of the Services, provide the Purchaser with relevant and appropriately detailed information and documentation as required under applicable legislation (including that which relates to dangerous goods, health and safety and the environment) and as may otherwise be reasonably required to enable the Purchaser to safely receive, handle, store and use the Goods or receive the Services.
7.6 The Purchaser’s on-selling of any Goods to third-parties, including the Care Recipient, does not limit this Agreement in any way, including, but not limited to, the warranties provided.
8.1 Except as otherwise stated in the Purchase Order or agreed in writing by the parties, the price payable to the Supplier under the Purchase Order is the GST-inclusive price, is fixed and is not subject to any variation, including but not limited to variations in the cost of labour, material or exchange rates.
8.2 Except as otherwise stated in the Purchase Order or agreed in writing by the parties, the Supplier is responsible for the payment of all freight, package, handling, insurance, taxes, duties and charges payable with respect to the Goods, and the Purchase Order price will be deemed to be inclusive of all such costs, taxes, duties and charges.
8.3 Except as otherwise specified in the Purchase Order, the Purchaser is to pay, within 30 days of the end of the month in which the Supplier’s tax invoice is received, the amount which is correctly invoiced, provided:
(a) the relevant Goods and or Services have been received or performed in accordance with the Agreement; and
(b) the invoice bears the Purchase Order number and a description of the Goods and or Services provided (including timesheets if requested).
8.4 The Purchaser is under no obligation to pay for Goods or Services that:
(a) are in dispute due to a claim made by the Care Recipient; or
(b) do not comply with the Supplier’s obligations under this Agreement (provided the Purchaser has provided notification to the Supplier of this non-compliance, and the non-compliance has not been rectified).
8.5 The Supplier must ensure that all persons engaged by the Supplier to provide the Services to Care Recipients do not accept any payment or other benefit in money from any person, other than the Supplier, as an inducement or reward for any Service or other activity provided by the Supplier under this Agreement.
9.1 The Supplier will maintain clear records for a period of 7 years, which demonstrate the performance of the Goods and/or Services, and its obligations under this Agreement.
9.2 The Supplier acknowledges that the Purchaser is subject to many compliance requirements, both internal (e.g., from its Board) and external (e.g., from regulators or Authorities). To support the Purchaser’s compliance obligations, the Supplier agrees to:
(a) cooperate with and assist the Purchaser in meeting its compliance requirements, including responding to requests for information or support in a timely manner;
(b) only upon request from the Purchaser, provide written or electronic reports regarding the Goods or Services, in the form and timeframe specified; and
(c) facilitate and cooperate with periodic audits conducted by the Purchaser to verify the Supplier’s compliance with this Agreement, ensuring that its Personnel also provide full cooperation.
9.3 These obligations are ongoing and necessary to maintain a collaborative and compliant relationship between the parties.
9.4 Any reports and records provided by the Supplier must be sufficiently detailed to enable the Purchaser to:
(a) substantiate tax invoices submitted for payment (including time sheets and service records);
(b) verify the Supplier’s compliance with this Agreement; and
(c) comply with any reporting obligations to which the Purchaser is subject.
9.5 The Supplier acknowledges, and agrees to perform any acts necessary to ensure, all Care Recipient Records and intellectual property in them are owned by the Purchaser.
9.6 This clause survives the expiry or termination of this Agreement.
10.1 The Supplier indemnifies the Purchaser against all actions, claims, liabilities, expenses, losses, damages and costs (including but not limited to legal costs) and consequential and indirect losses and damages including those arising out of any third party claim it directly or indirectly sustains or incurs as a result of any breach of this Agreement except to the extent that any negligent act or omission of the Purchaser contributes to the loss or damage.
10.2 The Supplier must:
(a) maintain at its expense public liability insurance (in the amount of not less than $20,000,000 per claim), product liability, Workers Compensation Insurance, comprehensive car insurance for any vehicles brought to the Site, and other reasonably required insurances;
(b) where professional services are being performed, maintain at its own expense professional indemnity insurance (in the amount of not less than $10,000,000 or any other amount as may be required by the Purchaser);
(c) where the Supplier is a sole trader, maintain at its own expense personal injury insurance (in the amount of not less than $1,000,000 or any other amount as may be required by the Purchaser);
(d) having due regard to the nature of its business and the obligations to supply the Goods and or Services under the Purchase Order, provide evidence of such insurances to;
(e) the Purchaser if requested, and
(f) ensure that every permitted subcontractor engaged by the Supplier is insured to the same extent as the obligation on the Supplier in clause 10.2(a), (b) and (c).
11.1 The Purchaser may at any time by written notice suspend all or part of the Purchase Order for any reason whatsoever. The Supplier must cease work according to the notice of suspension upon receipt of the notice.
11.2 The Supplier must resume the work under the Purchase Order promptly upon any notice by the Purchaser that the suspension is to cease.
11.3 In the event of a breach by the Supplier of any material term or condition of the Agreement which is not capable of remedy or is not remedied within 7 days of the Purchaser notifying the Supplier of any such breach, the Purchaser may terminate the Purchase Order in whole or part by written notice to the Supplier. For the purposes of this clause 11.3, a failure to perform any obligation by the time stipulated in the Purchase Order is deemed to be a breach of a material term or condition of the Agreement.
11.4 The Purchaser may terminate this Agreement by written notice to the Supplier if the Supplier is or becomes subject to proceedings which may result in the Supplier becoming bankrupt, wound up, under voluntary liquidation or subject to the control of a receiver or receiver and manager.
11.5 Notwithstanding any other provision of this Agreement, the Purchaser may terminate the Purchase Order at any time.
11.6 In the event of suspension under clause 11.1 or termination under clause 11.5 the Supplier will:
(a) where the Purchaser has not yet paid the Supplier, be entitled to payment by the Purchaser for any reasonable costs actually incurred by the Supplier as a direct result of the suspension or termination up to the date the suspension ceased or the date of termination, provided:
(b) the suspension of termination was not at the fault of the Supplier’s actions or request;
(c) the Supplier provides adequate evidence of its costs to the Purchaser; and
(d) where the Purchaser has paid the Supplier, reimburse the Purchaser for the Goods and or Services not yet delivered or supplied to the Purchaser, within 14 days of termination.
11.7 Termination of the Purchase Order will operate to terminate the Agreement, except in relation to the provisions referred to in clause 12.10 which are expressed to survive termination.
12.1 A party may only use the Confidential Information of the other for the purpose of the supply of the Goods and or Services under the Purchase Order. A party must not disclose any Confidential Information to any third party without the prior written consent of the other party.
12.2 Any notice to be given by one party to the other under this Agreement must be in writing and sent to the other party at the address set out in the Purchase Order.
12.3 This Agreement is governed by the laws of the State in which the majority of the Goods and or Services are being delivered to, as set out in the Purchase Order.
12.4 Except where the parties have entered into a written contract of the kind referred to in clause 2.2(a), the Purchase Order and these Terms and Conditions constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements and understandings between the parties in connection with it.
12.5 Any provision of this Agreement or a right created under it may not be waived or varied except in writing signed by the party intended to be bound. A failure of a party to exercise a right arising under this Agreement does not constitute a waiver of that right.
12.6 If required to deliver or provide any Goods and or Services within any lands or buildings owned or occupied by the Purchaser, the Supplier must observe and comply with applicable rules, policies and reasonable directions of the Purchaser staff.
12.7 The Supplier acknowledges that by placing an order that it does not imply that the Supplier is the exclusive provider of the Goods and or Services to the Purchaser.
12.8 The Supplier will treat all Personal Information in accordance with its obligations under the Privacy Laws.
12.9 If any provision in this Agreement is found to be illegal, invalid, void, voidable or unenforceable, it will be interpreted as narrowly as necessary to make it valid and enforceable. If this is not possible, the provision will be severed from the Agreement without affecting the validity or enforceability of the remaining provisions.
12.10 The warranties in clause 4.1 and the provisions of clause 6, 9, 10 and 12.1 survive the termination of the Agreement.
13.1 The Supplier
(a) will implement and maintain appropriate technical and organisational measures to protect the Supplier Data and RetireAustralia Data against unauthorised access, disclosure, alteration, and destruction (collectively referred to as the Data Breach).
(b) will ensure the Supplier’s Personnel with access to Supplier Data or RetireAustralia Data have undergone training in data protection and cybersecurity best practices.
(c) must promptly notify RetireAustralia of any actual or suspected Data Breach that could impact RetireAustralia, including but not limited to unauthorised access to systems, data theft, or compromise of email communications.
(d) agrees RetireAustralia has the right to audit the Supplier’s compliance with the data security obligations within this clause. The Supplier agrees to cooperate fully with any such audit, including providing access to relevant records, systems, and personnel as reasonably requested
13.2 The Supplier represents and warrants to RetireAustralia that in the event that a fraudulent invoice is processed or paid by RetireAustralia, due to a Data Breach attributed to the Supplier, to the extent permitted by law, the Supplier agrees to accept liability, and indemnify and hold harmless RetireAustralia, for any losses, damages, or expenses incurred as a result, including but not limited to, the amount of the fraudulent invoice and any associated legal costs.
13.3 If the Supplier breaches, or any of its Associated Entities, sub-contractors or suppliers breach this clause:
(a) the Supplier must promptly take appropriate remediate actions, keep RetireAustralia notified of the actions and the extent to which they address the relevant Data Breach conduct; and
(b) RetireAustralia may terminate this Agreement immediately by notice to the Supplier.
14.1 The Supplier is to obey all reasonable rules and instructions which are in force within the Sites and must comply with the provisions of all laws and regulations that relate to work health & safety at all times, including during the provision of the Goods and or Services.
14.2 The Supplier is to ensure that any persons engaged by them to deliver the Services undertake Site Inductions.
15. Force Majeure
15.1 A Party may not be responsible for any failure to fulfil any term or condition of the Purchase Order caused by an unforeseen, extraordinary and serious event (not including economic hardship or adverse weather conditions, except for extraordinary weather conditions) not within its control and not caused by its default or error and which it could not reasonably have provided against by exercising due diligence and or applying reasonable additional resources. If such event continues for 30 consecutive days, The Purchaser may terminate the Purchase Order and neither Party may have any further claim against the other, except to the extent that actual delivery has been made under such Purchase Order, where the Purchaser will pay the Supplier a fair value of the delivered Goods and or Services in accordance with this Agreement and as agreed between the Parties. The Party invoking force majeure are, as soon as possible, to notify the other Party in writing.
16.1 The Supplier must:
(a) comply with all laws, codes and standards, regulations, legal requirements and directions relating to Modern Slavery;
(b) develop and maintain policies and procedures to avoid engaging in Modern Slavery;
(c) not engage in Modern Slavery; and
(d) notify the Purchaser promptly upon becoming aware of any complaint or allegation that the Supplier has breached the Modern Slavery Act 2018.
17.1 The Supplier acknowledges that the Care Plans may include services of a diverse nature in accordance with the needs and goals of the Care Recipient including care and services selected from the care and services specified in Part 1 of Schedule 3 of the Quality of Care Principles 2014 (Cth) and such other care and services required to support the Care Recipient to live at home, provided that the item is not specified in Part 2 of Schedule 3 of the Quality of Care Principles 2014 (Cth).
18.1 Contemporaneously with the receipt of the Purchase Order, and subject to any notification that the Services are unable to be provided at that time, the Supplier must provide the Services in accordance with the terms of this Agreement and the Purchase Order.
18.2 In an emergency, the provision of Services to a Care Recipient may be agreed verbally, or via email, between the parties. Services requested in this manner must then be confirmed in writing as soon as practicable.
18.3 If the Supplier considers the Services being provided should be varied, the Supplier must communicate this as soon as practicable to enable the Purchaser to determine, at its discretion, whether an amendment to the Services or the Care Plan is required.
18.4 In the event that the Care Recipient is admitted to a hospital, the parties agree the Services will be varied to account for any Services the Care Recipient is unable to receive while in hospital.
19.1 The Supplier must:
(a) act in a manner that meets the relevant care standards, all Applicable Laws and Standards, including those obligations of Associated Providers (as applicable);
(b) provide the Services in a timely, sensitive and caring manner;
(c) ensure that accurate and complete records are made in respect of the provision of Services;
(d) deliver to the Purchaser all notices and documents received from time to time by the Supplier in relation to a Care Recipient or Care Plan that are relevant to the Services;
(e) immediately report to the Purchaser any risks or likely risks associated with the Services;
(f) report to the Purchaser any Reportable Incidents and emergencies in accordance with this Agreement;
(g) ensure that it does not do anything to unlawfully restrict the rights of persons who disclose information under Part 5 of the Aged Care Act 2024 (Cth); and
(h) inform the Purchaser in writing of any change in circumstances, issues or concerns regarding a Care Recipient as soon as they arise. If the concern is urgent, the notification must also be made verbally.
19.2 This clause survives the expiry or termination of this Agreement.
20.1 The Purchaser must:
(a) complete a Care Plan in respect of each Care Recipient, and, if requested, provide that document to the Supplier;
(b) undertake case management, including monitoring the Care Plan and the budget, and ensuring that the Services, including any variation of them, are consistent with these documents; and
(c) provide timely and accurate information as is reasonably required to support delivery of the Services.
21.1 The Supplier must implement a process where its Personnel are required to report any changes in a Care Recipient’s circumstances to their supervisor who will inform an authorised representative of the Purchaser.
21.2 The Purchaser may revise a Care Recipient’s Care Plan and alter a Service request, following reasonable consultation with the Care Recipient, Care Givers, and the Supplier, as the Purchaser considers it appropriate.
21.3 The Purchaser will be responsible for arranging and conducting a Care Plan review meeting and inviting relevant stakeholders.
22.1 The Supplier must provide to the Purchaser, via upload to ComplyFlow (or any other platform nominated by the Purchaser), such documentary evidence as may be reasonably requested by the Purchaser as to the:
(a) qualifications;
(b) professional experience;
(c) registrations; and
(d) criminal history;
(e) of its Personnel who may be reasonably likely to be engaged or involved in performance of the Services.
22.2 The Supplier must verbally report any Reportable Incident as soon as practicable. Following the verbal report, a written incident report is to be provided to the Purchaser on the date the incident occurs, or on the following Business Day if outside of Business Hours.
22.3 The Purchaser will inform the Supplier of any allegations of improper conduct which involve the Supplier or its Personnel, including where such allegations are received from a third party.
22.4 Where there has been a Reportable Incident, the Purchaser may take all necessary action in relation to a Reportable Incident, to ensure the immediate safety and welfare of the Care Recipient. The Supplier agrees to cooperate, including providing all relevant documentation, and ensure that its Personnel cooperate, with such necessary action.
22.5 This clause survives the expiry or termination of this Agreement.
23.1 All communication with the Care Recipient in relation to the provision of the Services will be conducted by the Supplier. All other communication with the Care Recipient will be conducted by the Purchaser.
23.2 The Supplier must not provide the Care Recipient with the personal details of any of its Personnel.
24.1 The Supplier must:
(a) develop, regularly maintain, implement and follow written procedures for responding to emergencies involving a Care Recipient; and
(b) provide copies of its procedures, and evidence of how such procedures are followed, to the Purchaser upon request.
25.1 The Purchaser may contact or visit a Care Recipient at any time in order to inquire into, monitor and assess the delivery of Services and the Care Recipient’s satisfaction with those Services.
25.2 The Purchaser may at its discretion put in place arrangements so that the Supplier’s Personnel do not have unsupervised access to Care Recipients. The Supplier agrees to comply, and ensure that its Personnel comply with, such arrangements.
