Bairnsdale Regional Health Service[insert contractor name]
Short Form Master Agreement for the Provision of Goods and Services
Bairnsdale Regional Health Service
ABN 99 640 620 478
- And -
[insert contractor name]
ABN [insert ABN]
For the Provision of [insert project title]
Tender Number: BRHS [insert tender number]
CONTRACT DETAILS
PARTIESBRHS / Name:Bairnsdale Regional Health Service ABN:99 640 620 478
Address:122 Day Street, Bairnsdale VIC 3875
Authorised Bairnsdale Regional Health Service’srepresentative:[Insert]
Phone: [Insert] Email: [Insert]
Contractor / Name:[Insert] ABN:[Insert]
Address:[Insert]
Authorised Contractorrepresentative:[Insert]
Phone: [Insert] Email: [Insert]
DETAILS
Commencement Date / [Insert specific date or if it commences on signing, state “The date the last party executes this Agreement”.]
Expiry Date / [Insert date the overall Agreement will end (e.g. 3 years from the Commencement Date) or “Not applicable” if Agreement continues until terminated.]
Description of Goods and/or Services / The specifications and requirements for the Goods and/or Services are as set out below:
[Insert or attach specifications for the Goods and/or Services (including any service levels), any acceptance tests and key personnel (if applicable).]
Timing / [The delivery dates for Goods and dates and duration for the provision of Services should be specified here. If such details are to be included in the Purchase Order, state “As set out in agreed Purchase Orders from time to time”.]
Fees / [Insert fee details here – if this will be set out in the Purchase Order from time to time, state “As set out in agreed Purchase Orders from time to time based on the price list set out in the Schedule”.]
[Insert any additional requirements for the fees, for example milestone or progress payments. These can also be included in the Purchase Order.]
Invoices must be sent to[the authorised Bairnsdale Regional Health Servicerepresentative specified above].
Special conditions / [If applicable, any additional terms and conditions can be specified here. If not applicable, state “Not applicable”.]
BACKGROUND
This agreement consists of the Contract Details (this page), the attached Standard Terms, the Schedule, the execution page and any documents attached to this document or incorporated by reference (Agreement).
BRHS and the Contractor wish to enter into a standing arrangement for the provision by the Contractor of goods and/or services to BRHS, as specified in Purchase Orders from time to time.
The Contractor agrees to supply and BRHS agrees to acquire goods and/or services as specified in Purchase Orders as issued from time to time, on the terms of this Agreement.
Make reference to schedules please.
STANDARD TERMS
[insert project name and tender number]Page 1
Bairnsdale Regional Health Service[insert contractor name]
1Master agreement
(a)This Agreement commences on the commencement date specified in the Contract Details and continues until the later of the expiry date specified in the Contract Details or the date the Contractor completes its obligations under the last Purchase Order (Term), unless terminated earlier pursuant to clause 12.
(b)This Agreement is a master agreement under which BRHS may from time to time during theTerm elect to acquire goods and/or services from the Contractor, as agreed in a particular Purchase Order (the Goods and/orServices).
(c)The nature and specifications for the Goods and/or Services, thefees, timing and other relevant details are specifiedin the Contract Details and each relevant Purchase Order.
(d)The Contractor is not required to supply and BRHS is not required to pay for any Services or Goods unless and until an authorised representative of BRHS has issued a Purchase Order to the Contractor for those Goods and/or Services or has otherwise confirmed with the Contractor (by email or otherwise) the provision of the Goods and/or Servicesby the Contractor.
(e)In this Agreement:
(i)“Purchase Order” is any purchase order issued by BRHS in the form reasonably determined by BRHS from time to time. The conditions of this Agreement prevail over the Purchase Order terms and conditions attached to the BRHS Purchase Order; and
(ii)“Business Day” means a day which is not a Saturday, Sunday or bank or public holiday in Melbourne, Australia.
(f)The terms and conditions on any invoice, delivery docket or similar document provided by the Contractor (even if subsequent to BRHS’ Purchase Order) will not apply unless BRHS expressly agrees in writing to the contrary.
2Appointment
BRHS appointsthe Contractor to deliver the Goods and perform the Services in accordance with the terms of this Agreement and each relevant Purchase Order. The Contractoris an independent contractor, and is not an agent or employee of BRHS. The Contractor has no authority to bind BRHS or act on BRHS’ behalf at any time unless expressly authorised by BRHS in writing.
3Provision of Services
(a)The Contractor must provide the Services:
(i)on the dates and for the duration specified in the Contract Details or relevant Purchase Order;
(ii)to a high standard, with all due care and skill and in a manner which is timely and satisfactory to BRHS;
(iii)using qualified and experienced personnel in the delivery of the Services, including the key individuals (if any) specified in the Contract Details or Purchase Order;
(iv)in accordance with any service levels, requirements and any other obligations and conditions specified in this Agreement,the relevant Purchase Order and any other instructions notified by BRHS to the Supplier by email or otherwise; and
(v)in accordance with BRHS’ reasonable directions and policies that are notified to the Contractor from time to time.
(b)Unless otherwise specified in the Purchase Order or Contract Details, the Contractor must provide, at no additional cost to BRHS, any and all equipment and materials necessary for the performance of the Services.
4Delivery and Inspectionof Goods
(a)The Contractor must deliver the Goods on the delivery dates specified in the Purchase Order (or as otherwise agreed with BRHS) and in accordance with any requirements set out in this Agreement. BRHS will not be required to accept or pay for quantities of Goods in excess of that set out in the relevant Purchase Order (unless otherwise agreed with BRHS).
(b)Unless otherwise agreed in writing, all Goods must be delivered to a location nominated by BRHS. The Contractor will bear all costs for delivering and insuring the Goods under a goods in transit policy with a reputable insurer authorised under Australian law.
(c)All Goods delivered must be accompanied by a delivery docket detailing the official Purchase Order number, and/or an advance shipping notice (if requested by BRHS) including the description and quantity of Goods, and any other information required by BRHS.
(d)Title and risk in the Goods will pass to BRHS on acceptance of the Goods.
(e)Goods delivered in accordance with this Agreement are only accepted when they have been inspected by an authorised representative of BRHS and, if applicable, pass any agreed acceptance tests. Acknowledgement of delivery by or on behalf of BRHS will not constitute acceptance of the Goods for the purposes of this Agreement. BRHS may reject any Goods, even after they have been accepted, if they are defective or are not in accordance with BRHS’ specifications or do not meet the purpose for which BRHS purchased them.
(f)Any payment made for Goods prior to inspection will not constitute acceptance and the Contractor must refund to BRHS any payment made in respect of Goods (including transportation costs) immediately on receipt of advice of rejection. Rejected Goods will be held entirely at the risk of the Contractor. Rejected Goods must be removed by and at the expense of the Contractor within 5 Business Days of the Contractor being notified of the rejection. If the Contractor fails to remove the Goods then BRHS may do so, at the Contractor’s cost.
(g)The Contractor must provide any documentation and necessary installation assistance and training required by BRHS to make full use of the Goods.
5Payment of Fees and Expenses
(a)Unless otherwise agreed in writing:
(i)the fees in a Purchase Order must be based on the rates and prices set out in the Schedule; and
(ii)the Contractor’s rates and prices for Services and Goods as specified in the Schedule are fixed during the Term.
(b)The rates and prices listed in the Schedule are inclusive of all costs and expenses of the Contractor whether foreseen or unforeseen, including without limitation, delivery costs, insurance, taxes (except GST unless otherwise specified), duties, customs, impostsand levies.
(c)Provided any preconditions to payment as specified in this Agreement (including the relevant Purchase Order) have been satisfied, BRHS will pay the Contractor the applicable fees set out in the relevant Purchase Order within 30 days of receipt by BRHS of a correctly rendered invoice from the Contractor. BRHS is not obliged to pay the Contractor any other fees or expenses in connection with the provision of the Goods and/or Services.
(d)The Contractor is not able to on charge any expenses to BRHS unless such expenses have been specified in the Purchase Order or otherwise prior approved by BRHS in writing.
(e)If BRHS disputes any part of an invoice, it may, without liability, withhold payment of the disputed amount and pay the undisputed amount.
(f)An invoice is only correctly rendered if:
(i)the specified amount is correctly calculated and due for payment;
(ii)the invoice is set out in a manner that enables BRHS to ascertain the Goods and/or Services to which the invoice relates and the amount payable in respect of those Goods and/or Services;
(iii)the invoice is accompanied (where necessary or where reasonably requested by BRHS) by verifying documentation (e.g. that a particular milestone has been achieved); and
(iv)the invoice is addressedto BRHS in the manner required by the Contract Details or as otherwise specified by BRHS.
6GST
(a)In this clause:
(i)words and expressions which are not defined in this document but which have a defined meaning in GST Law have the same meaning as in the GST Law; and
(ii)GST Law has the same meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999.
(b)Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this document are exclusive of GST. If GST is payable on any supply made by a party (or any entity through which that party acts) (Supplier) under or in connection with this document, the recipient will pay to the Supplier an amount equal to the GST payable on the supply in addition to and at the same time that the consideration for the supply is to be provided under this document.
(c)The Supplier must deliver a tax invoice or an adjustment note to the recipient before the Supplier is entitled to payment of an amount under clause 6(b). The recipient can withhold payment of the amount until the Supplier provides a tax invoice or an adjustment note, as appropriate.
(d)If an adjustment event arises in respect of a taxable supply made by a Supplier under this document, the amount payable by the recipient under clause 6(b) will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the Supplier or by the Supplier to the recipient as the case requires.
(e)Where a party is required under this document to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of:
(i)the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and
(ii)if the payment or reimbursement is subject to GST, an amount equal to that GST.
7Confidentiality and privacy
(a)In this clauseConfidential Information means any information, material or data that is by its nature confidential, is designated by BRHS as confidential, or that the Contractor ought reasonably to know is confidential and which is disclosed, made available, communicated or delivered to the Contractor by BRHS (or any of its employees, officers, agents or sub-contractors) directly or indirectly in connection with the Agreement, but excludes information which subsequently enters the public domain other than as a result of a breach of this Agreement.
(b)The Contractor must keep all Confidential Information confidential, only use the Confidential Information to the extent required to perform its obligations under this Agreement and not for any other purpose and must not disclose or otherwise make available any Confidential Information to any other person without BRHS’ prior written consent (which may be subject to any conditions deemed necessary by BRHS).
(c)The Contractor agrees to, and must ensure that any sub-contract between it and a sub-contractor contains terms which require the sub-contractor to, be bound by the Information Privacy Principles (as defined in the Information Privacy Act 2000 (Vic)) and any applicable Code of Practice (being a code defined in and approved under the Information Privacy Act 2000 (Vic)). This clause 7(c) applies to bind the Contractorwith respect to any act done, or practice engaged in, by the Contractor for the purposes of this Agreement or for the sub-contract (as the case may be), in the same way and to the same extent as BRHSwould have been bound by the Information Privacy Principles and any applicable Code of Practice in respect of that act or practice had it been directly done or engaged in by BRHS.
(d)Without limiting clause 7(c), in respect of any Personal Information (as defined under the Privacy Act 1988 (Cth))held, collected or accessed in connection with this Agreement, the Contractor must (and must ensure that its employees, agents and sub-contractors):
(i)only use such Personal Information for the purposes of fulfilling its obligations under this Agreement and in accordance with all relevant laws;
(ii)unless otherwise expressly permitted by BRHS or required by law, not disclose any Personal Information to any person and keep such information secure from unauthorised access;
(iii)not to do any act or engage in any practice that would breach a privacy law or which would cause BRHS to breach a privacy law; and
(iv)immediately notify BRHS if the Contractor becomes aware of a breach or possible breach of any privacy law by the Contractor.
(e)The Contractor must not transfer the Personal Information or Confidential Information held by it in connection with this Agreement outside Australia without BRHS’ prior written consent.
(f)On request, the Contractor must deliver to BRHS (or if specifically requested, destroy) all documents and any other things containing Confidential Information or Personal Information in the possession, custody or control of the Contractor or any person it has disclosed it to and certify to BRHS that it has done so.
8Intellectual Property Rights
(a)In this clause Intellectual Property Rights includes existing and future copyright, rights in designs, patents, semiconductors, circuit layouts, trade marks, business and company names and all rights in any applications or registrations of these rights whether registered or unregistered (and whether registrable or not) existing anywhere in the world and whether created before, on or after the date of this Agreement.
(b)The Contractor assigns to BRHS all Intellectual Property Rights in all works, documents, software, items or things produced or created by or on behalf of the Contractor in the course of providing the Goods and performing the Services immediately upon creation (Works). The Contractor also agrees that the Contractor will not, without BRHS’written authority, provide the Works to any other person or use the Works except in providing the Goods and/or Services to BRHS without BRHS’ prior written consent.
(c)Nothing in this Agreement (including clause 8(b)) transfers or assigns any Intellectual Property Rights of a party which were created by or on behalf of a party prior to or independently of this Agreement (Pre-Existing IP).
(d)The Contractor grants BRHS a perpetual, irrevocable, non-exclusive, royalty free, worldwide transferable licence to use and exercise any of the Contractor’s Pre-Existing IP which are incorporated in or otherwise required to have the full benefit of the Goods, Works and Services provided under this Agreement. BRHS may sub-license its rights under this clause 8to the extent required to use and have the full benefit of the Goods, Works and Services.
(e)The Contractor must obtain (and on request provide to BRHS) any necessary consents or waivers from any person who has any moral rights (as defined in the Copyright Act 1968 (Cth)) in any Works or Pre-Existing IP licensed to BRHS to permit BRHS and its successes, assignees and licensees to use such items without any limitation arising out of the moral rights of any person.
(f)The Contractor must sign all documents and do anything reasonably required by BRHS to give effect to this clause 8 including the assignment of theIntellectual PropertyRights in the Works to BRHS.