35. Notification of incidents and issues 35.1 Your Organisation is required to notify the Commonwealth immediately in writing if: Your Organisation seeks or proposes to seek expert advice to address actual or potential issues in Your Organisation’s governance, management or financial affairs that, if not urgently addressed, may adversely affect Your Organisation’s ability to deliver an Activity; a Serious Incident occurs as a result of, or during, an Activity; or another event occurs which the Program Schedule requires Your Organisation to notify to the Commonwealth. 35.2 When Your Organisation has made a notification to the Commonwealth under clause 35.1 the Commonwealth will inform Your Organisation of any additional reports that the Commonwealth requires, in accordance with clause 10. 36. Activity continuity 36.1 Your Organisation is required to provide to the Commonwealth any plans regarding Activity continuity (such as disaster management plans, business continuity plans and transition out plans) which are specified in the Program Schedule or which the Commonwealth, at any time during the Agreement Period, requests Your Organisation to provide. 36.2 The requirements for the plans, including content, format and due dates, will be set out in the Program Schedule or will be notified to Your Organisation by the Commonwealth in writing. The Commonwealth will notify Your Organisation in advance of any requirement to provide a plan so that Your Organisation has a reasonable time in which to comply. 36.3 On reduction, termination or expiration of this Agreement for any reason, Your Organisation is required, in good faith, to cooperate and reasonably assist the Commonwealth and any new provider of the goods or services, to achieve an efficient transition of the provision of the goods or services from Your Organisation to the new provider. PART H - TERMINATION, SUSPENSION, REPAYMENTS AND DISPUTE RESOLUTION 37. Suspending Funding, terminating this Agreement or reducing the scope of this Agreement 37.1 This clause 37 sets out two separate grounds which permit the Commonwealth to suspend Funding, reduce the scope of or terminate this Agreement. These grounds are: to comply with Commonwealth policy or other requirements (clause 37.4); and for Your Organisation’s default (clause 37.7).
50.1 A Party giving notice under this Agreement will do so in writing that is: directed to the other Party’s address specified in the Program Schedule marked for the attention of the other Party’s Liaison Officer; and either: hand delivered or sent by pre-paid post to that address; or transmitted electronically, including via email or facsimile. 50.2 Directions given by the Commonwealth under clause 8.2 of this Agreement will be in writing and will be: directed to Your Organisation’s address specified in the Program Schedule marked for the attention of Your Organisation’s Liaison Officer; and either: hand delivered or sent by registered post to that address; or transmitted electronically, including via email or facsimile. 50.3 A notice or Directions given in accordance with this clause 50 is deemed to have been received: if hand delivered, on delivery; if sent by pre-paid or registered post, on the third Business Day after the date of posting; if sent electronically, when the sender’s computer or facsimile machine generates written notification that the notice has been received by the addressee. 51. Trustee provisions Application of clause 51.1 This clause 51 only applies if the Agreement Details indicates that Your Organisation is entering into this Agreement in the capacity of a trustee of a trust. Definitions 51.2 In this clause 51: ‘Trust’ means the trust described in the Agreement Details; and ‘Trust Deed’ means the trust deed establishing the Trust. Your Organisation’s capacity 51.3 Your Organisation enters into this Agreement personally, and in Your capacity as trustee of the Trust. Your Organisation’s obligations 51.4 Your Organisation must cause any successor of Your Organisation and any person who becomes a trustee of the Trust jointly with Your Organisation
words importing a gender include any other gender; words importing persons include a partnership and a body whether corporate or otherwise; clause headings are inserted for convenient reference only and have no effect in limiting or extending the language of provisions to which they refer; all references to dollars are to Australian dollars; where any word or phrase is given a defined meaning, any other form of that word or phrase has a corresponding meaning; an uncertainty or ambiguity in the meaning of a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision a reference to any statute or other legislation (whether primary or subordinate) is to a statute or other legislation of the Commonwealth as amended; a reference to the words ‘including’, ‘for example’ or similar terms are not to be construed or interpreted as words of limitation; each clause is without limitation to any other clause; and where a clause provides a right to the Commonwealth, that right may be exercised more than once and at any time. 54. Defined terms In this Agreement, unless the contrary intention appears: ‘Activity’ means the activity or activities described in the Program Schedule including performance of all tasks, provision of all the goods and services and the provision of all Activity Material for that Activity; ‘Activity End Date’ in respect of an Activity means the earlier of: the ‘Activity End Date’ specified in the Program Schedule; if this Agreement is terminated, the effective date of termination; or if the scope of this Agreement is reduced and the Activity is required to cease as a result of the reduction in scope, the effective date of the reduction in scope; ‘Activity Material’ in respect of an Activity means all Material, excluding Commonwealth Material and Existing Material that is: brought into existence for the purpose of the Activity; or incorporated in, supplied or required to be supplied along with the Material referred to in paragraph (a); and includes the Activity Material described in the Program Schedule; ‘Activity Period’ in respect of an Activity means the period commencing on the Activity Start Date and ending on the Activity End Date; ‘Activity Start Date’ in respect of an Activity means the ‘Activity Start Date’ specified in the Program Schedule; ‘Aged Care Complaints Scheme’ means an external complaints mechanism as described in clause 8 and Annexure A of the Program Schedule;
‘Agreement’ means the Terms and Conditions and the Program Schedule and any attachments or annexures to those documents; ‘Agreement Commencement Date’ means the ‘Agreement Commencement Date’ set out in the Agreement Details; ‘Agreement Completion Date’ means the earlier of: the Agreement Completion Date set out in the Program Schedule; the date of termination of this Agreement; or such other date agreed by the Parties in writing; ‘Agreement Details’ means the Agreement Details in the Program Schedule; ‘Agreement Period’ means the period commencing on the Agreement Commencement Date and ending on the Agreement Completion Date; ‘Approved Auditor’ means a person who is: registered as a company auditor under the Corporations Act 2001 or an appropriately qualified member of the Institute of Chartered Accountants in Australia, or of CPA Australia or the National Institute of Accountants; and not a principal, member, shareholder, office holder or employee of Your Organisation or of a Related Body Corporate as defined in the Corporations Act 2001; ‘Approved Budget’ means the budget approved by the Commonwealth and specified in the Program Schedule as the Approved Budget for expenditure of the Funding and Other Contributions (if any); ‘Asset’ means: a single item of tangible or intangible property which is identified in the Program Schedule as an Asset; a single item of tangible or intangible property which falls within a class of assets and the Program Schedule provides that any assets in that class of assets is an Asset; an asset which was acquired under a Previous Agreement as described in clause 15.5(d); or a single item of tangible or intangible property purchased or leased, or which is intended to be purchased or leased, either wholly or in part with the use of the Funding, with a value at the time of acquisition of $10,000 or more, inclusive of GST; ‘Assets Register’ means a register of assets as described in clause 31.4 and the Program Schedule; 54. Defined terms (continued) ‘Auditor-General’ means the office established under the Auditor-General Act 1997 and includes any other person that may, at any time, perform the functions of that office;