TERMS AND CONDITIONS
RRP Terms & Conditions (Reviewed 15.05.23)
To help our service run as smoothly as possible, our standard terms and conditions are listed below for your reference. If you accept our Proposal, these terms and conditions will apply to the delivery of our Services.
1. Proposals
The SWe may from time to time issue Proposals for the provision of our Services. All Proposals issued by us are subject to these Terms. All amounts and prices provided in our Proposals are exclusive of GST. Where the Service provided to you is subject to GST, GST will be added and charged to you. Any Proposal will remain open for acceptance by you for 30 days, unless withdrawn by us earlier. If you would like to proceed with a Proposal, please provide us with signed acceptance of the Proposal within the nominated timeframe.
2. Services
The Services we will provide you and the applicable fees are set out in the Proposal. The scope of the Services we provide may expand at your request, however the Proposal assumes that it will not. If you request any additional Services, we will provide you with a further fee proposal for your acceptance prior to commencing the additional Services.
We will use our best endeavours to ensure:
a) the Services are performed with due care and skill and to the standards of best industry practice at all times;
b) we hold and will provide to you upon request evidence of currency of all relevant authorisations, permits, insurances and licenses required by law to be held in order to provide the Services; and
c) we will not vary the quality of the Services or any materials supplied in connection with the Services unless both parties agree in writing to such a variation.
You agree to facilitate our supply of the Services, including:
a) providing us with safe and timely access and authorisation to access and use your Systems, Staff, facilities, site and utilities as reasonably required;
b) providing us with any requested information relevant to the provision of the Services in a timely and accurate manner;
c) ensuring your Systems are virus-free and backed-up prior to, and at all times during, the performance of the Services; and
d) complying with all of our reasonable requests or directions for the purpose of facilitating the supply of the Services.
All fees payable under a Proposal are subject to periodic price increases as set out in the Proposal, or otherwise in line with CPI or increases in our costs to deliver the Services. Where a price increase is not set out in the Proposal, we will notify you of any price increase in writing at least one month in advance. Services that are ongoing for more than 12 months will be subject to a 2.5% annual fee increase on the fees applicable as at the end of the Term, and may also be subject to further increase of up to 5% (at the discretion of Recovery Partners).
Where you request a Service that requires us to engage a third party, you will be required to pay the cost of the third party plus a 20% procurement fee. We will notify you of the cost of the third party prior to their engagement.
3. Payment
All invoices issued to you must be paid in full within 14 days. Payment can be made to us by electronic funds transfer, direct deposit or cheque. If any amount owed to us pursuant to these Terms remains outstanding for 15 days or more, in addition to our rights to take action to recover the amount owed, we may:
a) cease providing the Services to you;
b) provide your particulars and the particulars of the unpaid debt to any credit reporting agency to have the default in payment listed; and
c) charge you interest on the unpaid amount at the rate of 10% per annum.
All reasonable costs and disbursements incurred by us in recovering payment of any overdue invoice or in enforcing our rights under these Terms including, without limitation, legal costs are payable by you.
4. Access and delays
Where we reasonably request information, Client Data or access to any of your premises or Systems necessary for any of the Services at least 5 Business Days prior to commencement of the applicable Services, and that information or access is not available at time of scheduled commencement of those Services, we will be entitled to charge you for any resulting delays based on reasonable rates until that information or access is provided.
If you request that we cancel, delay, reschedule or suspend the Services with less than 3 Business Days’ notice, you must pay our reasonable costs associated with such cancellation, delay, rescheduling or suspension.
5. Training Courses
A minimum of four (4) weeks’ notice must be provided to schedule training and a 50% deposit is required seven (7) calendar days prior to the training course commencing. Full payment is required prior to course commencement.
Cancellations received by us less than fourteen (14) working days prior to the commencement of the training will forfeit 100% of the course fee. Cancellations received more than fourteen (14) but less than twenty-eight (28) working days prior to the commencement of the training will attract a 15% administration fee. Course dates may be amended without penalty up to twenty-eight (28) days prior to the commencement of the training.
6. Privacy
Both parties agree to comply with the Privacy Laws in relation to the provision and use of the Services.
Without limiting the above, you must ensure that where you disclose Personal Information (Client Personal Information) to us, or permit us to collect, access, or generate otherwise use, disclose or handle Client Personal Information in providing Services, you have obtained, will continue to obtain, and will maintain, any authorisations from individuals necessary under all applicable Privacy Laws (Necessary Authorisations). We will only collect, access, otherwise use, disclose or handle Client Personal Information to the extent necessary for performance of the Services.
You will be liable for all Losses (including legal costs on a full indemnity basis) suffered or incurred by us or our Related Bodies Corporate arising from any actions, claims, proceedings, demands that may be brought against us or our Related Bodies Corporate or which we may pay, sustain or incur as a direct or indirect result of you not securing the Necessary Authorisations.
You accept that:
a) it may be necessary for us to access Client Personal Information in order to provide the Services; and
b) you will do all things necessary to prevent us being in breach of our obligations under the Privacy Laws and your Privacy Policy.
7. Data Security
We will take reasonable precautions within our own control to prevent any Security Breach of our Systems.
Each party shall promptly notify the other of any Security Breach and provide reasonable assistance to the other in managing such Security Breach and/or handling any requests in relation to Personal Information.
8. Termination
Either party can terminate the arrangement agreed to in a Proposal if the other party becomes insolvent, the other party breaches these Terms and fails to rectify the breach within 14 days, or the other party has a change of ownership.
Either party may terminate the provision of the Services, for any reason, by providing the other party with one month’s notice in writing.
Notwithstanding the above, except if we are in breach of these Terms, you will be charged an early termination fee if our Services are terminated by you prior to the end of the Term specified in the Proposal, calculated as a genuine pre-estimate of our loss, as follows:
a) if you terminate when less than 50% of the total Proposal price has been paid, you will be charged an amount equivalent to 25% of the Proposal price; or
b) if you terminate when between 50% and 75% of the total Proposal price has been paid, you will be charged an amount equivalent to 15% of the Proposal price.
9. Renewal of Term
Upon expiration of the Term, the terms and conditions of the Proposal will continue to operate on an ongoing basis until a party to the Proposal terminates the provision of the Services in accordance with Clause 5 – Termination.
Nothing in this clause precludes the parties from agreeing in writing to renew the Proposal for a further term either prior to or following the end of the Term of the Proposal (provided that the provision of Services is ongoing at the time of renewal for a further term).
10. Permanent Placement
You must not, without our prior written consent, during the Term of the Proposal and for 12 months after the expiry of the Term or termination of the provision of the Services (whichever is later), offer employment or work as a contractor to, or directly employ, a member of our Staff or engage them as a contractor.
If you do employ or engage a member of our Staff during the Term of the Proposal or during a period of 12 months after expiry of the Term or termination of the provision of the Services (whichever is the later), then a permanent placement fee will be payable by you to us of an amount equal to 20% of the Staff member’s gross total employment package (plus GST).
11. Warranty, Release and Indemnity
a) We warrant that the Services and any related documentation, guidance and/or advice provided under or in connection with these Terms to you will comply with all applicable Laws and regulations, Australian Standards and Industry Best Practice.
b) We agree to indemnify you and keep you indemnified against any damage, losses or liabilities suffered or incurred by you in connection with any breach by us of the above warranty.
c) You hereby release and indemnify us and agree to forever keep us indemnified from any and all cost, damage liability, expense or loss arising directly or indirectly from any act or omission by you or any breach of these Terms or the Proposal by you. Such release and indemnity shall not apply and has no effect to the extent that our loss arises as a result of our own negligence or omission.
12. Contractual Limitation of Liability
To the extent permitted by law, and notwithstanding Clause 8, our liability to you in respect of any cost, damage, liability, expense or loss is limited to, at our absolute discretion:
a) Providing the Services again; or
b) Refunding the amount paid by you for the Services.
13. General
a) Privacy – To the maximum extent permissible by law you consent to the collection, storage and use of your information by us for our own statistical or marketing purposes.
b) Confidentiality -The parties agree to keep all Confidential Information disclosed between the parties confidential and shall not disclose such Confidential Information to any third party without prior written consent.
c) No assignment -Neither party may assign the benefits or obligations under any agreement with each other to any entity without consent.
d) Entire agreement – These Terms set out the entire agreement between the parties and supersede and exclude any prior or collateral negotiation, understanding, communication or agreement or term of agreement by or between the parties.
e) Force majeure – Each of us will be released from our respective obligations under these Terms (except as to payment for Services actually rendered and indemnity) in the event of national emergency, war, prohibitive governmental regulations or where any other cause beyond the reasonable control of either you or us, including strike, riot, lockout or trade disputes for a period of 14 days or more renders provision of Services impossible.
f) Jurisdiction – These Terms and the agreement reached under these terms and conditions are governed by the law of New South Wales and the parties submit to the non- exclusive jurisdiction of the courts of New South Wales.
14. Definitions
For the purposes of these Terms and Conditions:
Client Data means the data owned or supplied by you which is accessed by us (including our Related Bodies Corporate) or our Staff in the course of performing the Services;
Confidential Information means any and all information (in any form or media) of a confidential nature that is made available directly or indirectly, and before, on or after the date of the Proposal including financial, client, employee and supplier information, product specifications, policies and procedures, processes, statements, formulae, trade secrets, Client Data, drawings and data which is not in the public domain (except by virtue of a breach of the confidentiality obligations arising under this Proposal);
Laws means all laws including rules of common law, statutes, regulations, subordinate legislation, proclamations, ordinances, by laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments and any awards, which are applicable from time to time in the jurisdiction in which we or our Staff perform our obligations under this Proposal;
Loss means any loss, cost, liability or damage, including reasonable legal costs on a solicitor/client basis;
Personal Information has the meaning given to that term in the Privacy Act;
Privacy Act means the Privacy Act 1988 (Cth);
Privacy Laws means the Privacy Act and all other applicable privacy and data protection Laws as may be in force from time to time which regulate the collection, use, disclosure, storage of and granting of access rights to Personal Information;
Proposal means the proposal to provide Services as contained in this document;
Related Body Corporate is as defined in the Corporations Act 2001 (Cth);
Security Breach means any unauthorised access to, or alteration of, Client Data;
Services means the services listed in the Proposal and the services provided to you by us;
Staff includes all employees, agents and subcontractors of a party to this Proposal;
Systems includes networks, software, applications, computers, servers, mobile devices, cloud services (including storage, software, platforms and infrastructure as a service), industrial control systems, and any other IT systems or equipment;
Terms means the terms and conditions contained in this document, as amended by us from time to time;
We, us or our means The Trustee for Brown Brown Lloyd Unit Trust ABN 41 481 821 338 trading as Recovery Partners