a cross reference to a clause number is a reference to all its subclauses; where a term is defined, the definition includes all grammatical forms of that term; headings are used for references only; terms which are defined in a schedule and which are not otherwise defined in this VET Funding Contract have the meaning given to them in that schedule; where the expression ‘including’ or ‘includes’ is used it means ‘including but not limited to’ or ‘including without limitation’; if any day for the payment of Funds under this VET Funding Contract falls on a Non-Business Day, the payment will be due on the next Business Day; and a reference to a breach includes a Material Breach. General The exercise of a power, right, obligation or discretion vested in the Department under this VET Funding Contract is taken to be exercised by the Department on behalf of: the Secretary; or a delegate of the Secretary. The provisions of this VET Funding Contract do not merge or terminate on completion of the transactions contemplated in this VET Funding Contract but, to the extent that they have not been fulfilled and satisfied or are capable of having effect, remain in full force and effect. No provisions in this VET Funding Contract shall in any way fetter, restrict, or prevent the exercise by the Department of discretions, elections or options available to the Department under legislation which is applicable to the Department (including the Act). Any waiver of a right or obligation of this VET Funding Contract must be in writing signed on behalf of the party waiving the right or obligation and is effective only to the extent specifically set out in that waiver. If a provision in this VET Funding Contract is held to be illegal, invalid, void, voidable or unenforceable, that provision will be read down or severed, to the extent necessary to ensure that all other provisions of this VET Funding Contract are enforceable. It is not necessary for the Department to make payment before enforcing its right, including a right of indemnity conferred by this VET Funding Contract. Each Party:
retains prime responsibility for all of its obligations under this VET Funding Contract and any subcontract arrangement does not relieve the RTO of any of its liabilities or obligations under this VET Funding Contract or to otherwise provide the Training Services to an Eligible Individual; is responsible for ensuring the suitability of the subcontractor and for ensuring that any work performed by the subcontractor meets the requirements of this VET Funding Contract; is liable to the Department for the acts, or omissions or negligence of any subcontractor (or any employee, officer or agent of the subcontractor) as if they were the acts, or omissions or negligence, of the RTO (or the employees, officers or agents of the RTO); indemnifies (and must keep indemnified) the Department against any or all Loss arising from any acts or omissions by any subcontractor in connection with, or in the course of, the provision of the Training Services to an Eligible Individual or any breach of this VET Funding Contract; acknowledges that the Department is not liable for the RTO's subcontractor arrangements and will not become involved in the internal administration of subcontracts or act as a mediator between the RTO and any subcontractor; acknowledges that all associated with any subcontract are the responsibility of the RTO; and must ensure that any subcontractor assists, if requested by the Department or its auditors or reviewers, with any audits or reviews under Clause 10 of this VET Funding Contract. REPORTING The RTO must: use an electronic Student Management System that complies with the Victorian VET Student Statistical Collection Guidelines as issued by or on behalf of the Department from time to time; provide accurate Student Statistical Reports to the Department in relation to the Training Services being provided by the RTO to Eligible Individuals, and to other students on a fee for service basis, which are compliant with Clause 11 of Schedule 1 and the Victorian VET Student Statistical Collection Guidelines; and provide such other reports relating to this VET Funding Contract, the Training Services or the Funds as reasonably requested by the Department and within a reasonable period of time from such a request, in accordance with and including reports specified in Clause 11 of Schedule 1 of this VET Funding Contract.