Terms and Conditions

1. Term of Agreement

(a) Where this Purchase Order is governed by an approved Contract, the terms and conditions of that Contract shall take precedence over the terms and conditions of this Purchase Order.

(b) This Agreement begins on the Commencement Date and continues until the Completion Date, unless extended in accordance with clause 1(c) or terminated earlier in accordance with these terms. If no Completion Date is specified, this Agreement will come to an end when all Services have been completed, and all payments required to be made under this Agreement have been made.

(c) A party may, by the provision of notice in writing, request the Agreement be extended beyond the Completion Date. The Agreement may only be extended for the period or periods as agreed to by the parties in writing.

2. Provision of Services

(a) The Supplier must provide the Services to the Purchaser in accordance with this Agreement and any reasonable directions given by the Purchaser from time to time.

(b) The Supplier must:

• (i) complete the Services by the Completion Date and any other date(s) for delivery of the Services specified in the Purchase Order;
• (ii) promptly notify the Purchaser as soon as it becomes aware of any delay or possible delay in the supply of the Services in accordance with this Agreement;
• (iii) provide fit for purpose Services in a timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to the Services;
• (iv) use appropriately skilled and qualified Personnel to provide the Services; and
• (v) not commit any act or do anything that may be prejudicial or otherwise detrimental to the reputation of the State.

(c) After performance of the Services or delivery of any Deliverable, the Purchaser will undertake such reviews as it considers necessary to determine whether the Services or Deliverables are fit for purpose and comply with this Agreement. After reviewing the Services or Deliverables, the Purchaser may notify the Supplier in writing:

• (i) of its acceptance of the Services or Deliverables, if it is satisfied that the Services or Deliverables are fit for purpose and comply with this Agreement; or
• (ii) that the Services or Deliverables are not fit for purpose or do not comply with this Agreement, in which case clause 2(d) will apply.

(d) If the Purchaser notifies the Supplier that the Services or Deliverables are not fit for purpose or do not comply with this Agreement, the Supplier must promptly rectify the non-compliance following which the Purchaser will undertake further review of the Services or Deliverables under clause 2(c). This process will continue until, at the Purchaser's discretion, the Purchaser:

• (i) waives, in writing, the requirement for the Services or Deliverables to comply with this Agreement;
• (ii) is satisfied that the Services or Deliverables comply with this Agreement and accepts the Services or Deliverables in accordance with clause 2(c)(i);
• (iii) conditionally accepts the Services or Deliverables, subject to the Supplier agreeing to rectify the non-compliance within a reasonable timeframe and on such terms as the Purchaser specifies; or
• (iv) subject to the Purchaser having provided the Supplier with at least two opportunities to rectify the non-compliance under clause 2(c)(ii), immediately terminate this Agreement by written notice to the Supplier.

(e) If the Purchaser terminates this Agreement under clause 2(d)(iv), the Purchaser will be entitled to a full refund of all moneys paid to the Supplier in respect of the Services or Deliverables which the Purchaser is unable to use following termination.

3. Price for the Services

(a) The Rates and Fees payable for the Services are fixed, and inclusive of all taxes (excluding GST), for the duration of this Agreement.

(b) The Supplier may not charge the Purchaser for any additional fees or charges, or recover any expenses, disbursements or other costs from the Purchaser.

4. Invoicing and payment

(a) Upon completion of the Services, or as otherwise specified in the Purchase Order, the Supplier must submit an invoice to the Purchaser at the address specified in the Purchase Order. Each invoice submitted by the Supplier must contain all information required in a tax invoice for the purposes of the GST Act, evidence to substantiate any amounts charged in accordance with clause 3(b), and such other information as specified in the Purchase Order or as the Purchaser may reasonably require.

(b) Subject to clause 4(c), on or following acceptance of the Services the subject of the invoice, the Purchaser will pay the invoiced amount, less any amount required by Law, within 30 days of receipt of an accurate invoice.

(c) If the Purchaser disputes the invoiced amount, it must pay the undisputed amount (if any) and notify the Supplier of the amount in dispute. The parties will endeavour to resolve any such dispute in accordance with clause 17.

(d) Payment of an invoice is not to be taken as evidence that the Services have been supplied in accordance with this Agreement but must be taken only as payment on account.

5. Failure to perform

(a) If the Supplier fails to perform any Services or deliver any Deliverables in accordance with this Agreement the Purchaser:

• (i) will not be required to pay for those Services or Deliverables until they are provided in accordance with this Agreement; and
• (ii) may issue a notice to the Supplier requiring the Supplier to remedy any default or re- perform the Services or Deliverables within the time specified by the Purchaser (which time must be reasonable having regard to the nature of the relevant Services or Deliverables).

(b) If:

• (i) the default referred to in clause 5(a) above is incapable of being remedied or re- performed; or
• (ii) the Supplier fails to remedy the default or re-perform the non-compliant Services or Deliverables within the time specified in the notice issued under clause 5(a)(ii),

the Purchaser may either have the Services or Deliverables remedied or re-performed by a third party or do so itself. In either case, the Supplier must pay the reasonable costs incurred by the Purchaser in doing so.

(c) Nothing in this clause 5 derogates or otherwise limits any other remedy available to the Purchaser at Law.

6. Intellectual Property Rights

(a) Subject to clause 7, ownership of any Intellectual Property Rights in the Contract Materials will vest in the Supplier from the time of its creation. The Supplier irrevocably and unconditionally grants to the Purchaser a perpetual, non-exclusive, royalty-free, worldwide and transferable licence (including the right to sub-license) to exercise all Intellectual Property Rights in the Contract Materials to the extent necessary to allow the Purchaser the full use and enjoyment of the Contract Materials and the Services.

(b) All Pre-Existing Intellectual Property used by the parties in connection with the provision of the Services or the creation of Contract Materials remains the property of the relevant party or its licensors.

(c) The Supplier hereby irrevocably and unconditionally grants to the Purchaser a perpetual, non- exclusive, royalty-free, worldwide and transferable licence (including the right to sub-license) to use all Pre-Existing Intellectual Property owned by or licensed to the Supplier incorporated in or otherwise required to use the Contract Materials or the Services. The licence granted to the Purchaser under this clause is limited to use of the relevant Pre-Existing Intellectual Property by the Purchaser for the purposes of the Purchaser and for no other purpose.

(d) The Purchaser grants the Supplier a non-exclusive, non-transferable, royalty-free licence to use the Purchaser's Pre-Existing Intellectual Property for the sole purpose of performing, and only to the extent required to perform, the Services and comply with its obligations under this Agreement during the Term.

(e) The Supplier undertakes that the Services may be used in any way by the Purchaser, without identifying any person as the individual responsible for creating any particular material comprised in it, without infringing the Moral Rights of any person.

(f) The Supplier must, upon request by the Purchaser, do all things necessary (including executing any documents) to give full effect to this clause 6.

7. Data

(a) Data will remain (and, if necessary, will become) the property of the Purchaser. The Supplier will assign to the Purchaser from the date of creation all Intellectual Property Rights in any Data created by or on behalf of the Supplier.

(b) The Supplier must only use the Data to the extent necessary to perform its obligations under this Agreement.

8. Liability

(a) The Supplier indemnifies, and will at all times hold harmless, defend and keep the Purchaser and each of its Personnel indemnified, against any liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) or compensation arising out of, or in any way in connection with, any:

• (i) breach of this Agreement by the Supplier, including any failure to provide the Services in accordance with this Agreement;
• (ii) warranty given by the Supplier under this Agreement being incorrect or misleading in any way;
• (iii) personal injury, sickness or death;
• (iv) property damage;
• (v) breach of an obligation of confidence or privacy, whether under this Agreement or otherwise;
• (vi) fraudulent act or omission;
• (vii) wilful misconduct or negligent or unlawful act or omission;
• (viii) breach of logical or physical security;
• (ix) loss or corruption of Data;
• (x) third party claim arising out of a breach of this Agreement by the Supplier or its Personnel (including breach of warranty) or any negligent act or omission of the Supplier or its Personnel; or
• (xi) infringement or alleged infringement of the Intellectual Property Rights, Moral Rights or any other rights of any person, including any third party,

which was caused, or contributed to by, any act or omission of the Supplier or any of its Personnel.

(b) The Supplier’s liability to indemnify the Purchaser under clause 8(a) is reduced to the extent that any wilful, unlawful or negligent act or omission of the Purchaser or its Personnel contributed to the liability, loss, damage, cost, expense or compensation.

(c) To the extent that the indemnity in clause 8(a) refers to persons other than the Purchaser, the Purchaser holds this clause on trust for those other persons.

9. Warranties

The Supplier represents and warrants to the Purchaser that:

(a) (Capacity) it has the right to enter into this Agreement and perform the Services;

(b) (Purpose) where the Purchaser has, either expressly or by implication, made known to the Supplier any particular purpose for which the Services are required, the Services will be performed in such a way as to achieve that result;

(c) (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might be created in conflict with, or might appear to be created in conflict with, its obligations under this Agreement;

(d) (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the provision of the Services and to grant to the Purchaser the licences contemplated by this Agreement;

(e) (Trust) it has not entered into this Agreement on behalf of a trust; and

(f) (No infringement) the receipt of the Services and the possession or use of any Deliverables by the Purchaser will not infringe the Intellectual Property Rights or other rights of any person or any Laws.

10. Termination

(a) The Purchaser may terminate this Agreement with immediate effect (or with effect from a specified date) by giving notice in writing to the Supplier if the Supplier:

• (i) fails to provide the Services in accordance with this Agreement;
• (ii) breaches any provision of this Agreement and, where that breach is capable of remedy, fails to remedy the breach within 10 Business Days after receiving written notice requiring it to do so (or such later date as may be specified in that notice);
• (iii) breaches any provision of this Agreement that is not capable of remedy;
• (iv) or any of its Personnel involved in the provision of the Services commits fraud, dishonesty or any other serious misconduct;
• (v) commits any act or does anything that may be prejudicial or otherwise detrimental to the reputation of the State; or
• (vi) suffers from an Insolvency Event.

(b) A notice of termination under clause 10(a) may be given at any time, except in the case of termination under clause 10(a)(vi) where the Supplier is a company and a stay period applies under Chapter 5 of the Corporations Act 2001 (Cth). In such a case, notice of termination may be given at the expiry or lifting of that stay period.

(c) If the Purchaser terminates this Agreement under clause 10(a), the Purchaser will be entitled to a full refund of all moneys paid to the Supplier in respect of the Services or Deliverables which the Purchaser is unable to use following termination.

(d) The Purchaser may terminate this Agreement without cause on notice to the Supplier (with such termination taking effect upon receipt of the notice or any later date specified in the notice).

(e) If this Agreement is terminated pursuant to clause 10(d), the Purchaser will pay the Supplier:

• (i) for the Services performed in accordance with this Agreement up to the date of the termination; and
• (ii) the unavoidable and substantiated costs incurred by the Supplier as a direct result of the termination, excluding any loss of profit,

and the Purchaser has no other liability to the Supplier in relation to that termination.

(f) When the Purchaser issues a notice under clause 10(b) or 10(d), the Supplier must immediately comply with any directions given in the notice and do all that is possible to mitigate its losses arising from the termination of this Agreement.

(g) The Supplier may terminate this Agreement by giving at least 20 Business Days written notice to the Purchaser if the Purchaser fails to pay an Overdue Amount.

(h) Termination or expiry of this Agreement will not prejudice any right of action or remedy which may have accrued to either party prior to termination or expiry.

(i) On termination or expiry the Supplier must immediately, following instructions by the Purchaser, cease using all materials that contain any Data or Confidential Information by either destroying the materials or returning the materials at no additional cost to the Purchaser.

11. Insurance

(a) The Supplier must obtain and maintain insurance cover during the Term (and, in the case of professional indemnity insurance, for a period of 7 years after the Services have been completed) sufficient to cover any loss or costs that may be incurred and for which the Supplier may be liable in connection with this Agreement, including professional indemnity and, if applicable, public and product liability insurance, to the value specified in the Purchase Order or, if no value is specified, to a value sufficient to cover any loss or costs that may be incurred.

(b) On request, the Supplier must, within 10 Business Days, provide the Purchaser with evidence of the currency of any insurance it is required to obtain under this Agreement.

(c) Where the required insurance is due to expire, on request by the Purchaser, the Supplier must provide evidence of the replacement insurance prior to the expiry of the initial insurance.

12. Confidentiality, privacy and data protection

(a) The Supplier and its Personnel must keep the Confidential Information confidential and secure and must not disclose or otherwise make available any Confidential Information to any other person be disclosed pursuant to Law, court order or other legal process.

(b) The Supplier consents to the Purchaser publishing or otherwise making available information in relation to the Supplier (and the provision of the Services):

• (i) as may be required to comply with the Contract Publishing System;
• (ii) to other Victorian Public Entities or Ministers of the State in connection with the use of the Services;
• (iii) to any public sector agency (of the State, any other state or territory or the Commonwealth) for the purposes of benchmarking, provided that it will not identify the Supplier;
• (iv) to the office of the Auditor General appointed under section 94A of the Constitution Act 1975 (Vic) or the ombudsman appointed under the Ombudsman Act 1973 (Vic);
• (v) to comply with Law, including the Freedom of Information Act 1982 (Vic); or
• (vi) to the Independent Broad-based Anti-corruption Commission established under the Independent Broad-based Anti-corruption Commission Act 2011 (Vic) and includes any other organisation that may, from time to time, perform the functions of that commission.

(c) The Supplier acknowledges that it will be bound by the Information Privacy Principles, Health Privacy Principles and any applicable Code of Practice (together, Privacy Obligations) with respect to any act done or practice engaged in by the Supplier for the purposes of this Agreement, in the same way and to the same extent as the Privacy Obligations would have applied to the Purchaser in respect of that act or practice had it been directly done or engaged in by the Purchaser.

(d) The Supplier acknowledges that the Purchaser is bound by the Protective Data Security Standards. The Supplier will not do any act or engage in any practice that would contravene or give rise to a breach of a Protective Data Security Standard in respect of any Data collected, held, used, managed, disclosed or transferred by the Supplier, on behalf of the State, under or in connection with this Agreement.

13. Access

When at the Purchaser's premises, the Supplier must, and must ensure that its Personnel:

(a) protect people and property;

(b) prevent nuisance;

(c) act in a safe and lawful manner;

(d) comply with the safety standards and policies of the Purchaser (as notified to the Supplier); and

(e) comply with any lawful directions of the Purchaser or its Personnel.

14. Sub-contracting

(a) The Supplier must not sub-contract to any third person any of its obligations under this Agreement without the prior written consent of the Purchaser (which may be given conditionally or withheld in its absolute discretion).

(b) The Supplier will not, as a result of any sub-contracting arrangement, be relieved from the performance of any obligation under this Agreement and will be liable for all acts and omissions of a sub-contractor as though they were the actions of the Supplier itself.

15. Compliance with Law and policy

(a) The Supplier must, in performing its obligations under this Agreement, comply with (and ensure that its Personnel comply with):

• (i) the Laws relevant to the provision of Services by the Supplier under this Agreement; and
• (ii) the State's policies and procedures as notified to the Supplier in writing from time to time.

(b) Where, in the course of providing the Services, the Supplier or its Personnel:

• (i) supervise or work with Public Sector Employees;
• (ii) undertake work that is of a similar nature to the work undertaken by Public Sector Employees at a premises or location generally regarded as a public sector workplace; or
• (iii) use or have access to public sector resources or information that is not normally accessible or available to the public,
• the Supplier must (and must ensure that its Personnel) comply with the VPSC Code of Conduct.

(c) The Supplier acknowledges that:

• (i) the Supplier Code of Conduct is an important part of the State's approach to procurement and describes the State's minimum expectations regarding the conduct of its suppliers;
• (ii) it has read and aspires to comply with the Supplier Code of Conduct; and
• (iii) the expectations set out in the Supplier Code of Conduct are not intended to reduce, alter or supersede any other obligations which may be imposed on the Supplier, whether under this Agreement or at Law.

16. GST

(a) The terms used in this clause have the same meanings given to them in the GST Act.

(b) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.

(c) If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the party making the taxable supply an amount equal to the GST payable on or for the taxable supply. Subject to the recipient first receiving a valid tax invoice, payment of the GST amount will be made at the same time the consideration for the taxable supply is to be paid or provided in accordance with this Agreement.

17. Dispute resolution

17.1Dispute Notice

(a) A party claiming that a dispute has arisen under this Agreement (Dispute) must give a notice to the other party, specifying the nature of the dispute (Dispute Notice).

(b) A Dispute Notice may be withdrawn at any time by the party who gave the Dispute Notice.

17.2 Good faith discussions

Within 10 Business Days from the date of issue of the Dispute Notice, the parties' representatives must meet to discuss the Dispute in good faith with a view to resolving the Dispute.

17.3 Resolution by senior executives of each party

If the representatives of the parties are unable to resolve the Dispute within 20 Business Days from the date of issue of the Dispute Notice, either party may refer the Dispute to the nominated senior executive officer (or equivalent) of each of the Purchaser and the Supplier, who must promptly meet and discuss the Dispute in good faith with a view to resolving the Dispute.

17.4 Mediation

If after a further 10 Business Days from the Dispute being referred to the senior executive officer (or equivalent) of each party, the senior executive officers (or equivalent) are unable to resolve the Dispute, the parties may refer the Dispute to mediation (Mediation) conducted by the Australian Disputes Centre (ADC) in accordance with the ADC mediation guidelines with each party bearing their own cost.

17.5 Arbitration

If the parties fail to settle the Dispute at Mediation, the parties may agree to submit the Dispute for resolution to final and binding arbitration.

17.6 Performance of obligations

The parties must continue to perform their respective obligations under this Agreement pending the resolution of a Dispute.

18. General

18.1 Further assurances

Each party must, at its own expense, do everything reasonably necessary (including executing and delivering documents) to give full effect to this Agreement and any transaction contemplated by it.

18.2 Counterparts and electronic execution

This Agreement may be executed electronically and in counterparts. All executed counterparts are taken to constitute one document.

18.3 Governing law

This Agreement is governed by and is to be construed in accordance with the Laws. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Victoria and to any courts that may hear appeals from those courts in respect of any proceedings in connection with this Agreement and waives any right to object to any proceedings being brought in those courts.

18.4 Time of the essence

Time is of the essence in relation to the provision of the Services.

18.5 Variation

This Agreement may only be amended or replaced in writing executed by each party.

18.6 Waiver

A waiver of any right, power or remedy under this Agreement must be in writing and signed by the party granting it. The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

18.7 Severability

Any provision of this Agreement which is invalid or unenforceable is to be read down, if possible, so as to be valid and enforceable, and, if that is not possible, the provision will, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions.

18.8 Set off

The Purchaser may set off against any sum owing to the Supplier under this Agreement any amount then owing by the Supplier to the Purchaser.

18.9 Assignment

(a) Subject to clause 18.9(b), a party may not assign any right under this Agreement without the prior written consent of the other party. The Supplier will be responsible for acts and omissions of any assignee.

(b) The Purchaser may, by notice in writing to the Supplier, assign its rights, transfer its obligations or novate this Agreement to any Victorian Public Entity in the event of any State government restructure or other reorganisation or change in policy.

19. Entire understanding and order of precedence

(a) In the event and to the extent of any inconsistency between clauses 1 to 19 and 21 and the Purchase Order, clauses 1 to 19 and 21 will prevail to the extent of the inconsistency. If the inconsistency remains incapable of resolution by reading down, the inconsistent provisions will be severed from the Purchase Order without otherwise diminishing the enforceability of the remaining provisions of the Purchase Order.

(b) This Agreement contains everything the parties have agreed in relation to the Services. No party can rely on an earlier written document or anything said or done by or on behalf of another party before this Agreement was executed.

20. Survival

Clauses 3, 4, 6, 7, 8, 9, 10(c), 10(e), 10(f), 10(h), 10(i), 11(a), 12, 14(b), 17, 18, 19, 20 and 21 of

this Agreement survive the termination or expiry of this Agreement or the completion of the provision of Services and may be enforced at any time.

21. Definitions and Interpretation

21.1 Definitions

In this Agreement, unless the context otherwise requires or a contrary intention appears:

Agreement means the agreement for the provision of Services consisting of these terms and conditions for the provision of Services and the Purchase Order.

Business Day means a day which is not a Saturday, Sunday or public holiday (being a public holiday appointed as such under the Public Holidays Act 1993 (Vic)) in Melbourne.

Code of Practice means a code of practice as defined in, and approved under, the Privacy and Data Protection Act 2014 (Vic).

Commencement Date means the date on which the provision of the Services will commence, as specified in the Purchase Order.

Completion Date means the date by which the provision of the Services must be completed by the Supplier, as specified in the Purchase Order.

Confidential Information means any technical, scientific, commercial, financial or other information of, about or in any way related to, the Purchaser, including any information designated by the Purchaser as confidential, which is disclosed, made available, communicated or delivered to the Supplier in connection with this Agreement, but excludes information which:

• (a) is in or which subsequently enters the public domain, other than as a result of a breach of an obligation of confidentiality;
• (b) the Supplier can demonstrate was in its possession prior to the date of this Agreement;
• (c) the Supplier can demonstrate was developed by it independently of any disclosures previously made by the Purchaser; or
• (d) is lawfully obtained by the Supplier on a non-confidential basis from another person entitled to disclose it.

Contract Materials means any materials (including any part of Deliverable) which the Supplier creates (whether alone or jointly with any other person) in performing the Services under this Agreement.

Contract Publishing System means the system of the Victorian Government requiring publication of details of contracts entered into by some Victorian Public Entities, including any replacement or amended system.

Data means all data, information, text, drawings, statistics, analysis and other materials embodied in any form which is:

• (a) supplied by or on behalf of the Purchaser in connection with this Agreement (Input Data); or
• (b) generated, placed, stored, processed, retrieved, printed, accessed or produced utilising the Input Data, the Services or the Deliverables.

Deliverable means any item or material (including reports and other documentation) produced or delivered by the Supplier as an output of the Services, and includes those items specified as Deliverables in the Purchase Order.

Fees mean a fixed fee payable to the Supplier for the provision of the Services, as specified in the Purchase Order.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Health Privacy Principles means the health privacy principles set out in the schedule to the Health Records Act 2001 (Vic).

Information Privacy Principles has the meaning given in the Privacy and Data Protection Act 2014 (Vic).

Insolvency Event means, in relation a Supplier, any of the following:

• (a) anything that reasonably indicates that there is a significant risk that the Supplier is or will become unable to pay its debts as they fall due;
• (b) a step is taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the Supplier or any of its assets; or
• (c) the Supplier ceasing, or indicating that it is about to cease, carrying on business.

Intellectual Property Rights means all intellectual property rights at any time recognised by law, including all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, trade secrets and know-how, registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means:

• (a) the law in force in Victoria, including common law, legislation and subordinate legislation; and
• (b) lawful requirements of any government or government department or other body or a governmental, semi-governmental, judicial, municipal, statutory or public entity or authority (including a statutory authority or a State-owned enterprise), a self-regulatory authority established under statute or a stock exchange (wherever created or located) or a person (whether autonomous or not) who is charged with the administration of a law.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes a right of a similar nature that is conferrable by statute, and that exists or comes into existence anywhere in the world.

Overdue Amount means an amount (or part thereof) that:

• (a) is not, or is no longer, disputed;
• (b) is due and owing under a tax invoice properly rendered by the Supplier in accordance with this Agreement; and
• (c) which has been outstanding for more than 30 days from the date of receipt of the correctly rendered invoice (or the date that the amount ceased to be disputed, as the case may be).

Personnel of a party includes the officers, employees, agents, contractors and sub-contractors of that party.

Pre-Existing Intellectual Property means all materials owned by or licensed to a party as at the date of this Agreement or developed by or on behalf of a party independently of this Agreement.

Protective Data Security Standard means any standard issued under Part 4 of the Privacy and Data Protection Act 2014 (Vic) and any policies or protocols issued by the Purchaser to ensure compliance with those standards.

Public Sector Employee has the meaning given in the Public Administration Act 2004 (Vic).

Purchase Order means any form of order or purchase issued by the Purchaser for the provision of Services, made under or incorporating these terms and conditions for the provision of Services.

Purchaser means the Gippsland Institute of Technical and Further Education (trading as TAFE Gippsland) ABN 42 624 574 808.

Rates means the monetary amount (whether charged on an hourly, daily, weekly or other time related basis) payable to the Supplier for the provision of the Services, as specified in the Purchase Order.

Services means the services described in the Purchase Order and includes any Deliverables.

State means the Crown in right of the State of Victoria.

Supplier means the entity providing the Services under the Agreement, as specified in the Purchase Order.

Supplier Code of Conduct means the Supplier Code of Conduct issued by the Victorian Government for suppliers providing goods or services to the Victorian Government (as amended from time to time).

Term means the duration of this Agreement, from the Commencement Date to the Completion Date or otherwise as extended in accordance with this Agreement.

Victorian Public Entity means:

• (a) a public sector body as defined in section 4 of the Public Administration Act 2004 (Vic);
• (b) a statutory corporation, a State owned company, a State body or a State business corporation as those terms are defined in the State Owned Enterprises Act 1992 (Vic);
• (c) a Council as defined in the Local Government Act 1989 (Vic); or
• (d) an entity which receives the majority of its funding from any of the entities listed in paragraphs
• (a) to (c) or any entity under the control of any of the entities listed in paragraphs (a) to (c).

Victorian Public Sector Commission (VPSC) Code of Conduct means the Code of Conduct for Victorian Public Sector Employees 2015 issued by the Public Sector Commission pursuant to section 61 of the Public Administration Act 2004 (Vic).

21.2 Interpretation

Unless expressed to the contrary, in this Agreement:

(a) words in the singular include the plural and vice versa;

(b) any gender includes the other genders;

(c) if a word or phrase is defined its other grammatical forms have corresponding meanings;

(d) 'includes’ and 'including' are not words of limitation;

(e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;

(f) the obligations of the Supplier, if more than one person, under this Agreement are joint and several and each person constituting the Supplier acknowledges and agrees that it will be causally responsible for the acts and omissions, including breaches of this Agreement, of the other as if those acts or omissions were its own;

(g) the rights of the Supplier, if more than one person, under this Agreement, including the right to payment, jointly benefit each person constituting the Supplier (and not severally or jointly and severally); and