No changes to the Terms and conditions should be made without the consultation of Legal Services. 1 May 2016
Services Agreement – Terms and Conditions
(Short Form)
RMIT University │ Services Agreement – Terms and Conditions (Short Form) 3
1. DEFINITIONS
In this agreement:
“Annexure” means the annexure attached to this agreement; “Commencement Date” means the date in Item 2; “Contractor” means the contractor listed in Item 1; “Contract Material” means all material brought into existence as part of, or for the purposes of performing the Services including, but not limited to documents, reports, equipment, information, data stored by any means, and the material detailed in the Specifications; “Expiry Date” means the date in Item 3; “Item” means an item in the Schedule; “RMIT Material” means any Intellectual Property or other material provided by RMIT to the Company for the purposes of this agreement including, but not limited to, documents, equipment, information and data stored by any means; “Safety Legislation” means all legislation and regulations governing or relevant to occupational health and safety and dangerous goods and including without limitation the Occupational Health and Safety Act 2004 (Vic), the Dangerous Goods Act 1985 (Vic) and the Occupational Health and Safety Regulations 2007 (Vic); “Schedule” means the schedule attached to this agreement; “Term” means the period of this agreement commencing on Commencement Date and ending on Expiry Date.
2. SERVICES
2.1 RMIT appoints the Contractor to perform the services (“Services”) described in the specifications contained in the Annexure (“Specifications”).
2.2 The Contractor must perform the Services during the Term:
(a) to completion;
(b) to a high standard; and
(c) in accordance with in the Specifications.
2.3 The Contractor must use all due care and skill when performing the Services.
3. FEES
3.1 Provided that the Contractor performs the Services in accordance with this agreement, RMIT must pay the fees (“Fees”) to the Contractor as detailed in Item 4. The Contractor agrees that the Fees are inclusive of Goods and Services Tax.
3.2 RMIT is not required to reimburse the Contractor for travelling, accommodation and other out-of-pocket expenses incurred in performing the Services unless RMIT agrees in writing to do so.
3.3 Prior to payment of the Fees the Contractor must provide RMIT with:
(a) an invoice which clearly details the Services which have been performed to date; and
(b) which enables RMIT to claim input tax credits for Goods and Services tax paid or payable.
4. CONTRACTOR’S DUTIES
The Contractor must:
(a) not, without RMIT’s prior written approval, sub-contract the performance of any part of the Services;
(b) remain responsible for the performance of the Services despite any sub-contracting of the performance of any part of the Services;
(c) maintain adequate public liability, professional indemnity, product liability insurance to cover any liabilities it may incur under this agreement and provide to RMIT on request a copy of any certificate of currency evidencing the cover in place.
5. WORK HEALTH AND SAFETY
The Contractor must:
(a) at all times during the carrying out of the Services ensure that it and its subcontractors, employees and other workman comply with applicable standards and codes of practice under all Safety Legislation;
(b) at all times ensure that a safe workplace is provided and that all workers engaged in the carrying out of the Services (including workers of subcontractors) follow safe work practice;
(c) protect and maintain the security of RMIT premises and facilities and comply with all RMIT’s security and office regulations and RMIT’s policies and procedures;
(d) immediately notify RMIT of any act, fact or circumstance at RMIT’s premises which may give rise to a breach of the requirements of any Safety Legislation or other guidelines and procedures.
6. INTELLECTUAL PROPERTY
6.1 The title to and all intellectual property rights in all Contract Material and otherwise arising from performance of the Services will vest upon creation in RMIT.
6.2 The Contractor will retain ownership of any intellectual property owned by the Contractor prior to the date of this Agreement and used by the Contractor in the provision of the Services as detailed in Item 5 (“Background IP”). RMIT shall have a non-exclusive, irrevocable world-wide licence to use and reproduce Background IP for the purposes contemplated by this agreement.
6.3 RMIT Material remains the property of RMIT at all times.
7. CONFIDENTIAL INFORMATION
The Contractor undertakes to keep secret and protect and preserve the confidential nature and secrecy of information provided by RMIT to the Contractor or otherwise acquired from RMIT by the Contractor and which is not generally available to the public.
8. EVENTS OF DEFAULT
If the Contractor defaults in the performance or observance of any obligation on its part contained in this agreement and such default is not remedied within seven (7) days of written notification from RMIT that it requires that default to be remedied then RMIT may in its discretion terminate this agreement by written notification to the Contractor.
9. PRIVACY
Where provision of the Services requires the Contractor to collect use or disclose personal information under the Privacy and Data Protection Act 2014 or health information under the Health Records Act, the Contractor must at all times comply with the requirements of such legislation, RMIT’s privacy policy and any guidelines issued from time to time under RMIT’s privacy policy.
10. INDEMNITY
10.1 The Contractor indemnifies and will keep indemnified RMIT and its officers, employees, agents, sub-contractors and consultants from and against all actions, claims, proceedings or demands (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Contractor in respect of any loss, death, injury, illness, damages, costs or expenses (whether to person or property) where caused by:
(a) any unlawful or negligent act of the Contractor, its officers, employees, agents, sub-contractors or consultants;
(b) breach of Intellectual Property rights of any third party; or
(c) breach of any warranty contained in this agreement,
arising from the Contractor’s exercise of its rights or obligations under this agreement or from any other loss which may arise from or as a result of any breach of the terms of this agreement by the Contractor, its officers, employees, agents, sub-contractors or consultants.
10.2 The Contractor’s indemnity in clause 10.1 is a continuing obligation separate and independent from the Contractor’s other obligations and will survive expiration or earlier termination of this agreement.
11. NOTICES
11.1 Any notice to be given under this agreement must be in writing and is given for all purposes by delivery in person, by pre paid post or by facsimile addressed to the receiving party at the addresses set out in Item 6 of the Schedule.
11.2 Any notice given in accordance with this agreement will be deemed to have been duly served:
(a) in the case of posting at the expiration of 2 Business Days after the date of posting; and
(b) in the case of facsimile, on the first Business Day after the date of transmission (providing the sending party receives a facsimile machine verification report indicating that the notice has been transmitted).
RMIT University │ Services Agreement – Terms and Conditions (Short Form) 3
Services Agreement – Terms and Conditions
(Short Form)
Schedule
RMIT University │ Services Agreement – Terms and Conditions (Short Form) 3
Item 1: / Contractor(clause 1) / Name:
ACN/ABN:
Address:
Telephone:
Item 2: / Commencement Date
(clause 1)
Item 3: / Expiry Date (clause 1)
Item 4: / Fees (clause 3)
Item 5: / Background IP (clause 6) / Not applicable
Item 6: / Notices (clause 11)
RMIT / Address:
Fax:
Contact Person:
Contractor / Address:
Fax:
Contact Person:
This Agreement is made between RMIT and the Contractor upon and subject to Services Agreement – Terms and Conditions (Short Form) attached to this Schedule and Annexure.
SIGNED for and on behalf of ROYAL MELBOURNE INSTITUTE OF TECHNOLOGY ABN 49 781 030 034 by a duly authorised officer in the presence of:......
Signature
......
Name & Title
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Witness Signature
......
......
Name & Address of Witness / SIGNED for and on behalf of *** ABN ***
by a duly authorised officer in the presence of:
......
Signature
......
Name & Title
......
Witness Signature
......
......
Name & Address of Witness
Annexure
Specifications
[insert full details as to the Services to be provided]
RMIT University │ Services Agreement – Terms and Conditions (Short Form) 3