Supplier Terms

1. Application of these terms

These terms are the basis of a contract between us.

1.1 These terms apply where we have engaged you to provide services and have not entered into an agreement with you.

1.2 Where these terms apply, it means that there is a contract between us and you. It is made up of the terms in this document, and any other materials (which might include emails or correspondence) describing the services and the amounts payable.

1.3 In this agreement, ‘we’ or ‘us’ means Lifestyle Communities® Ltd, ABN 11 078 675 153, of Level 5, 101 Moray Street, South Melbourne VIC 3205, and ‘you’ or ‘the service provider’ means the person who we have engaged to provide services.

2. How the services are to be performed

We are proud of our Lifestyle Communities® and would like you to feel proud of the work you do for us.

2.1 You’ll make sure you provide your services in a proper, timely and efficient manner using the standard of skill and diligence that would reasonably be expected from a prudent, expert and experienced provider of services which are similar to the services you will provide us.

2.2 You’ll also ensure that your services comply with, and are provided in accordance with, all applicable laws and regulations.

2.3 If we have particular timing requirements, we’ll let you know in advance. If we agree specific due dates or timing with you, then you must finish the work (or any specified portions of the work) by those dates. If there are no agreed dates nor timing requirements, you must provide the services in a reasonable time.

2.4 When you perform your services, we expect that you:

(a) may need to ask us questions to understand exactly what we want;

(b) will follow all of our reasonable directions, instructions, and policies we provide to you from time to time, including our Supplier Code of Conduct which can be found on our website;

(c) ensure that, if we reasonably ask for any information related to the work you are performing for us, you’ll give it to us; and

(d) will let us know as soon as possible if there is something that will seriously affect the provision of the services.

2.5 If you provide us with any goods in conjunction with providing us with services, then there are just a few more things we’d like you to do and be aware of:

(a) when delivering the goods, you must comply with any reasonable delivery instructions we give you;

(b) the goods must be of high quality, free from defects, and fit for their purpose (including for what you say they will do, and for what we have asked for them to do); and

(c) risk to and the title in the goods (free of any encumbrance) passes to us on delivery.

2.6 To make sure you do the best job for us, you must ensure that all of your workers have appropriate qualifications, experience and capability, are suitably trained and have the capacity to do the job(s) we require. We may request evidence of this training to be provided as part of our Contractor pre-qualification process. Any workers performing activities on our premises or facilities are required to complete our induction to ensure they are aware of our health, safety and environmental requirements whilst working with us.

2.7 Unless we otherwise agree, you are completely responsible for performing the work. This means that you must, at no additional cost to us, provide all workers, third party arrangements (if they are needed) and other resources necessary to provide your work and meet your obligations under this agreement, rather than expecting us to provide something you may need.

2.8 Circumstances sometimes change and sometimes the services will need to change with them. Therefore, we may each change the scope of the services but only after we get the other’s consent in writing. Of course, if the fees need to be changed to reflect these changes, we’ll agree with you to adjust them accordingly by a reasonable amount.

3. What if things go wrong?

We don’t expect things to go wrong with your services, but we want to be prepared.

3.1 If you know or think there is likely to be a delay related to the performance of your services:

(a) you’ll need to immediately notify us; and

(b) we might get you to take reasonable steps to prevent, limit or rectify (fix) the delay.

3.2 Without limiting our rights under this agreement or otherwise (including under the Australian Consumer Law), if your work is not in accordance with clause 2, then we may request that you re-supply your services to remedy the issue at no cost to us. If we request the re-supply, you must do the work within a reasonable timeframe. If you refuse or fail to comply (including failing to comply within a reasonable period of time), we can terminate this agreement, or have someone else remedy the issue and recover from you all reasonable costs that we incurred by doing so.

4. Payment

We understand that it is important to know when and what you’ll get paid.

4.1 We will pay you for the services in accordance with the rates we have agreed. If we have agreed on any particular arrangements with you (such as a fixed fee) for particular services, that will also apply.

4.2 You may give us invoices as soon as you have finished the services, unless we have agreed something different.

4.3 You can also include in your invoices any expenses that you have incurred in performing the services where we have first approved them in writing as additional expenses (such as for travel or other third party expenses).

4.4 As long as your invoice complies with these requirements and you have performed the services in accordance with this agreement, we will pay your invoice within 30 days after the date of the invoice.

4.5 However, if there is a dispute about any invoice, we will not pay the disputed amount until the dispute is sorted out.

5. Access to our premises

If you’re on our premises to perform work, this is what you need to know.

5.1 We’ll allow you and your workers reasonable access to and use of our premises and facilities so that you can do the work we have asked you to do. As a condition of providing access, you will be required to provide us with evidence that you have completed our training and induction process. However, sometimes We might also give you some policies or other reasonable instructions that you need to follow when accessing or using our premises and facilities, and you agree to comply with those.

5.2 We would also appreciate if you did not disrupt us or our residents when you are on our premises.

5.3 If we haven’t already agreed on a specific date for you to carry out work on our premises, you need to get our approval before entering our premises.

5.4 If you, or any of your employees, agents or sub-contractors are involved in an injury, incident or dangerous event whilst accessing our premises and facilities, you will need to immediately notify us and provide reasonable assistance to us in respect of any investigation we conduct.

5.5 You must use reasonable care not to cause damage to or loss of our property or anyone else’s property (such as our residents’) in performing the services. If you do, you must promptly fix it and will otherwise be responsible for that damage or loss.

5.6 Just to be clear, we will not be responsible for:

(a) any damage done to your property or that of any of your workers;

(b) any personal injury sustained by any of your workers occurring on our premises as a result of the negligence or recklessness of you or any of the workers; or

(c) you or any of your workers having failed to comply with our safety and security standards and policies.

6. Records

One day, we may need to look back over the records of the work you did for us.

6.1 You must keep full and proper books and records in enough detail to record the services provided, the results of the provision of the services and, if applicable, the calculation of the service payments invoiced to us under this agreement.

6.2 If we ask for them, you must provide those accounts, documents and records to us for us to review.

7. Intellectual Property Rights

Any materials you create may have ongoing value to us.

7.1 There may be items that are created, generated, prepared or delivered by you, or someone on behalf of you, as a consequence of you performing the services, in which there may be Intellectual Property Rights. This might include reports you prepare or designs you create. We’ll call this “Contract Material”.

7.2 You’ll keep your rights, title and interest (including all Intellectual Property Rights) in respect of the Contract Material.

7.3 However, you grant to us a perpetual, irrevocable, non-exclusive licence (including the right to sub-license) to use the Contract Materials to the extent necessary to enjoy the full benefit of your services.

8. Confidential Information

We might provide you with information that we would like to be kept confidential. This is how we ensure it is.

8.1 If you receive Confidential Information from us, then you may use it only for the purposes of performing the services for us.

8.2 You may only disclose Confidential Information to people who:

(a) have a need to know for the purposes of this agreement (and only to the extent that each has a need to know);

(b) before disclosure, have been told by you to keep our Confidential Information confidential.

8.3 You are responsible for ensuring that any people who you provide our Confidential Information with keep it confidential.

8.4 You may also disclose our Confidential Information to the extent you have to disclose it to comply with a law.

9. Subcontracting

Sometimes you may need someone else with particular expertise or skills to help you out. This sets out what happens when you would like to subcontract some of the services you’re providing to us.

9.1 If you engage another person to perform some of the services that you are contracted to provide, this is known as “sub-contracting”.

9.2 You are permitted to subcontract all or any part of the services provided you first obtain our written permission, and we will not say “no” unreasonably. Our consent however may be granted subject to conditions.

9.3 You must ensure that any subcontractors you engage to perform any of the services comply with your obligations under this agreement.

9.4 You also remain fully responsible for the performance of all services provided under this agreement and for all costs incurred with respect to your subcontractors, and are liable for acts and omissions of your subcontractors as though they were your own actions.

10. Assignment

“Assignment” is a legal term used for the transfer of an agreement or the rights or benefits under it.

10.1 You may assign or attempt to assign this agreement or any rights under this agreement provided we first agree to it in writing, and we will not say “no” unreasonably .

10.2 As long as we give reasonable notice to you, we can assign any or all our rights or obligations under this agreement. For example, we might do this if we sell any of our Lifestyle Communities® to someone else.

11. Our relationship

We just want to be clear where we stand with each other.

11.1 You’re not our agent, employee or partner for any purpose.

11.2 You cannot make any promise, warranty or representation or execute any contract or otherwise deal on behalf of us.

12. Termination

One of us might want to bring this agreement between us to an end.

12.1 If one of us breaches this agreement, the other party may ask the breaching party to remedy (fix) the breach within [14] Business Days. If the breach is not remedied within this time, the other party may terminate this agreement immediately by giving the breaching party notice.

12.2 If an Insolvency Event happens to one of us, the other party has the right to terminate this agreement by giving notice.

13. Privacy

We want to make sure that personal information is appropriately protected.

13.1 You will comply with the Privacy Laws and any polices and reasonable directions we provide relating to the use of Personal Information when providing the Services.

13.2 You agree that you won’t disclose any Personal Information outside of Australia or allow someone outside of Australia to have access to it and will notify us immediately of any threatened, suspected or actual breach of the Privacy Laws and will consult with us before reaching out to regulators or impacted individuals.

13.3 You also agree to co-operate with us to resolve any complaint made under any Privacy Law and provide other reasonable assistance to help us to comply with a Privacy Law or investigate an actual or suspected breach.

14. Modern Slavery

We are committed to ensuring that Modern Slavery does not exist in our supply chain.

14.1 You must take reasonable steps to identify, assess and address risks of Modern Slavery practices (as defined in the Modern Slavery Act 2018 (Cth)) in the operations and supply chains used in your provision of the Goods and/or Services and performance of this agreement.

14.2 If at any time you become aware of Modern Slavery practices in the operations and supply chains used in the performance of this agreement, you must as soon as reasonably practical take all reasonable action to address or remove these practices, including addressing any practices of other entities in your supply chain.

15. Insurance

We want to make sure you’re covered.

15.1 You must take out and maintain insurance covering risks from performing the services that a prudent person would insure for. Depending on you and your services, this may include public liability insurance, professional indemnity insurance and workers compensation insurance. Any subcontractors that you use to help perform the services must also have adequate insurance.

15.2 We may request you to provide current evidence of insurance from your insurance brokers confirming that you (and any subcontractors) hold the insurance required under this clause 15. You will need to upload the evidence of insurance onto our contractor management portal as part of our Contractor pre-qualification process prior to commencing work with us.

16. Resolution of disputes

We hope there won’t be a legal dispute, but we have to be realistic and practical just in case one day a dispute does arise.

16.1 If there is any dispute, difference of opinion or question arising out of this agreement, either you or we can give the other one notice.

16.2 If this happens, both of us will try to resolve the issue through discussing it with each other.

16.3 It is only if we cannot agree on a resolution within 4 weeks of the notice, that one of us can commence court proceedings (except either one of us can commence proceedings seeking urgent interlocutory relief at any time).

17. These terms apply

We want to make sure we both understand the terms that we have agreed upon.

17.1 The terms of this agreement apply to our arrangement and to your provision of services to us. None of your terms and conditions (such as terms and conditions in any invoice you issue) will be incorporated into this agreement unless first agreed in writing by us. The acceptance of, or payment for, services by us does not constitute acknowledgement or acceptance of any of your terms and conditions.

18. The legal stuff

18.1 Definitions

In this agreement:
Business Day means:

(a) in relation to the performance of an act, the making of a payment or the receipt of a notice, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the act is performed, payment is made or notice is received; and

(b) for all other purposes, a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Australia.

Confidential Information means the following information, regardless of its form and whether you becomes aware of it before or after the date of this agreement:

(a) information that is by its nature confidential to us or any third person who has made that information available to us;

(b) information that is designated by you as confidential; and

(c) information you know, or ought to know, is confidential to us or any third person who has made that information available to us,

and includes information about our business, but excludes information that:

(d) you create (whether alone or jointly with any third person) independently of us and this agreement; or

(e) is public knowledge (other than as a result of a breach of confidentiality by you or any person to whom you disclose the information).

Insolvency Event means, in respect of one us:

(a) that party disposes of the whole or part of its assets, operations or business other than in the ordinary course of business;

(b) that party ceases to carry on business;

(c) that party ceases to be able to pay its debts as they become due;

(d) any step is taken by a mortgagee to take possession or dispose of the whole or part of that party’s assets, operations or business;

(e) any step is taken to enter into any arrangement between that party and its creditors;

(f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that party’s assets, operations or business; or

(g) having regard to the corporate structure of the party, any event analogous to an event in any of paragraphs (a) to (f) happens to that party.

Intellectual Property Rights means all intellectual property rights, including the following rights (whether or not they are registered or capable of being registered):

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information (including know-how and trade secrets) kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world.

Privacy Laws mean all laws, regulations, principles and policies relating to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act 1988 (Cth), Spam Act 2003 (Cth) and Do Not Call Register Act 2006 (Cth) and any additional privacy law that either of us are bound by.

18.2 Interpretation

In this agreement, except where the context otherwise requires:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to ‘A$’, ‘$A’, ‘dollar’ or ‘$’ is to Australian currency;

(f) a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;

(i) the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’, ‘such as’ or similar expressions;

(j) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

(k) headings are for ease of reference only and do not affect interpretation.

18.3 Governing law

This agreement is governed by the laws of Victoria, Australia. Each of we and you irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts entitled to hear appeals from those courts.

18.4 Alterations

This agreement, including its schedules, may only be altered in writing signed by both you and us.

18.5 Counterparts

This agreement may be executed in counterparts, including facsimile counterpart. All executed counterparts constitute one document.

18.6 Severability

Part or all of any provision of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining provisions of this agreement continue in force.

18.7 No waiver

Waiver of any provision of or right under this agreement must be in writing signed by the party entitled to the benefit of that provision or right and is effective only to the extent set out in any written waiver.

18.8 Survival

Any term by its nature intended to survive termination of this agreement survives termination of this agreement, including clauses 6, 7, 8, 9, 10, 11, 13, 15, 16, 17 and this clause 18.

18.9 Goods and services tax

(a) Words or expressions used in this clause 16.9 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.

(b) Any consideration to be paid or provided for a supply made under or in connection with this agreement, unless specifically described in this agreement as ‘GST inclusive’, does not include an amount on account of GST.

(c) Despite any other provision in this agreement, if a party (Supplier) makes a supply under or in connection with this agreement on which GST is imposed (not being a supply the consideration for which is specifically described in this agreement as ‘GST inclusive’):

(i) the consideration payable or to be provided for that supply under this agreement but for the application of this clause (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GST payable by the Supplier on that supply; and

(ii) the amount by which the GST exclusive consideration is increased must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

(d) If a payment to a party under this agreement is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise.

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