PRIME’S TERMS AND CONDITIONS

Forming a Contract
1. A Contract is formed if you accept Prime’s Proposal in writing, you direct us to commence performing Services or you accept the supply of Services.


What Prime Agrees to Do
2. Prime agrees to provide the Services to you under the terms of the Contract.
3. Prime will use due care and skill and use suitably qualified Staff in performing the Services. Prime will ensure that Staff performing the Services hold any registration or accreditation required by applicable law.
4. Prime agrees to use reasonable efforts to complete all or any part of the Services by any dates specified in a Proposal or as agreed in writing with you.
5. If a Proposal names specific Staff to perform the Services, Prime may substitute Staff of equivalent expertise if at any time such specified Staff are not available. Prime will replace any Staff engaged at a Site that become incapacitated or unavailable for any reason as soon as is reasonably practicable.
6. Prime agrees to use all reasonable efforts to ensure its Staff comply with known safety policies and procedures at your Sites.


What You Agree to Do
7. You agree to comply with your obligations under the Contract including paying Prime as and when required.
8. If applicable, at no cost to Prime, you must:
8.1 allow Prime’s Staff access to any relevant Site (including the use of amenities, power and internet connections) at all reasonable times to perform the Services;
8.2 allow Prime’s Staff the use of any accommodation and services on the Site (including meal services);
8.3 provide Prime with all necessary information to perform the Services including access to your employees;
8.4 provide, at your cost, any training required to be undertaken by Prime’s Staff at the Site (including pre-mobilisation and safety training) (Site Training); and
8.5 allow members of Prime’s Management Team to visit the Site as and when reasonably required by Prime such that Prime may audit, monitor and assist Prime Staff involved in the performance of their duties.
9. You warrant that if the Services are to be performed other than on Prime’s premises:
9.1 the Site will be safe and comply with all applicable work and safety laws;
9.2 you will ensure Prime’s Staff are instructed in all safety policies and procedures operating at the Site;
9.3 you will hold public liability insurance and any mandatory insurance in respect of Prime’s Staff; and
9.4 you will indemnify Prime against Liability which Prime may incur arising out of any claim by any person which is related to or arises out of or is in any way associated with any breach by you of the warranties in this clause 9 or any negligent wrongful or wilful act or omission by you except to the extent that Prime caused or contributed to such Liability.


About the Contract
10. These Terms:
10.1 together with the Proposal (if any) and the Policies will be the sole terms of each Contract;
10.2 apply to any Services we provide you even if we have not issued you with a Proposal; and
10.3 prevail over any terms put out by you, unless Prime expressly accepts the same in writing.
11. In respect of each Contract, in case of any inconsistency between the parts of the Contract, the following applies:
11.1 the terms of a Proposal prevail over these Terms and any Policy; and
11.2 these Terms prevail over any Policy.
12. None of Prime’s Staff may vary or add to these Terms without the prior written authority of Prime’s Chief Executive Officer.
13. Capitalised words in these Terms have the meaning given in clause 90.
14. These Terms are accessible from Prime’s website, located at www.primehealth.com.au.


Proposals and Credit
15. Prime may accept or decline to perform any request for the supply of services you give to Prime.
16. Proposals are valid for 30 days from their date, unless withdrawn or varied by Prime by Notice to you prior to Prime’s receipt of your Notice of acceptance.
17. If Prime requires, you must accurately and fully complete a credit application in the form required by Prime. Prime may terminate a Contact if the information obtained under a credit application does not show you have a good credit record.


Prices and Invoicing
18. Total prices offered are exclusive of GST and are in Australian dollars unless otherwise stated in a Proposal.
19. Unless a Proposal otherwise specifies:
19.1 Prime will, for the duration of the Services, supply you with regular invoices as and when determined by Prime; and
19.2 all Services will be performed during Prime’s normal working hours which are generally 8am to 5pm from Monday to Friday, excluding days which are public holidays in the place the Services are being performed (Work Hours).
20. If Prime has provided a Proposal, Prime’s invoices will be for the offered price or calculated in accordance with the terms set out in a Proposal. Prime may charge you an additional amount (being the hourly rate for applicable Prime Staff as set out in Prime’s Schedule) for any Site Training required to be undertaken by Prime’s Staff unless you have notified Prime of the Site Training requirement prior to Prime providing you with a Proposal.
21. For Services performed without a Proposal or outside the scope of a Proposal, invoices will be calculated:
21.1 by applying Prime’s then current Schedule; or
21.2 if the Services performed are not covered by Prime’s then current Schedule, then as Prime would generally charge to its clients for like services.
22. Unless otherwise agreed in writing, where Prime agrees to a variation to the Services (including the time of performance or completion date) then the offered price will be adjusted by applying Prime’s then current Schedule to such variations. Where you request and Prime accepts a delay in the performance of any Services, you must pay Prime an amount equal to that which Prime determines (acting reasonably) Prime suffers or incurs because Prime has committed resources, including Staff, to such Services.
23. Invoices calculated on Prime’s Schedule will include:
23.1 higher rates for Services Prime agrees to perform outside of Prime’s Work Hours and/or for urgent delivery of Services;
23.2 different rates for different categories of Staff; and
23.3 fees for Prime’s travel time and other costs (including air travel and accommodation and related expenses) for Services carried out off Prime’s premises (if any).
24. Prime may alter the Schedule by giving you Notice but any changes to the Schedule will only apply to Contracts entered into after such Notice and to agreed variations to exiting Contracts. Prime will send you a copy of Prime’s current Schedule if you ask.
25. An invoice is payable by you alone and under no circumstances may you withhold payment on the basis you are awaiting payment from any third party or request Prime seek payment directly from any third party.
26. If you pay an invoice by credit card you must also pay Prime a credit card surcharge. The credit card surcharge will be an amount equal to the total costs Prime incurs from third parties because you pay Prime by credit card.


Cancellations and Refunds
27. Applicable Services are subject to Prime’s conditions relating to cancellations and refunds which are set out in schedules A and B of these Terms. If the cancellation relates to Site Services or Safety and Training Services the conditions set out in schedule A apply. If the cancellation relates to Clinical Services the conditions set out in schedule B apply.
28. A cancellation or rescheduling notice (“a Notice”);
28.1 must be in writing and may only be sent to Prime by fax to (08) 9242 9700 or by email to prime@primehealth.com.au;
28.2 will be treated as having been given to Prime at the time of confirmation that the fax or email has been received by Prime; and
29. In calculating time under these conditions a day means a 24 hour period before the scheduled commencement time for the applicable Service.
30. If, as a consequence of cancelling or rescheduling a Service, you are required to pay Prime a fee then;
30.1 Prime must apply any amount you have already paid to satisfy the fee; and
30.2 If no payment has been received by Prime, or if the payment received by Prime is insufficient to satisfy the fee, then Prime will invoice you for the balance of the fee due.
31. All amounts payable to Prime;
31.1 must be paid by you to Prime within 7 days of the date of the invoice;
31.2 are subject to GST and other applicable taxes; and
31.3 are a genuine pre-estimate of the damage and loss Prime will incur as a result of any cancellation or rescheduling by you.


Price Adjustment
32. If a Proposal is prepared on incomplete, misleading or incorrect information provided by you then, on Prime’s request, you must pay Prime an additional amount equal to the difference between the offered price and what Prime would have offered had the information supplied been accurate and complete.
33. Prime may increase the price (even if Prime have provided a price) to compensate Prime for any loss, expense or increased costs Prime incurs in providing Services to you as a result of any of the following:
33.1 Prime is delayed for any reason (other than if the delay is Prime’s fault) from starting the Services on the date stated in the Proposal or, if not so stated, within 1 month of the Contract being formed;
33.2 Prime agrees to a request by you to carry out additional Services or to vary the Services or to perform Services outside of Prime’s Work Hours;
33.3 any breach by you of your obligations under these Terms.
34. If the Services are or become subject to any tax, duty, levy or other government or statutory charge (including import duties but excluding income, company and capital gains taxes) the price will be adjusted by an amount equal to the same.


Payment
35. Payments must be made by cheque, VISA/Mastercard or by electronic transfer in cleared funds into an account nominated by Prime. No deposit is payable unless a Proposal otherwise specifies.
36. Unless a Proposal otherwise specifies, you must pay each invoice within 28 days of the date of the invoice. If payment is overdue, Prime may charge you interest at the Australia and New Zealand Banking Group Limited’s (ABN 11 005 357 522) indicator rate plus 3% from the date of the default until Prime receives payment in full. Prime may apportion any part payments you make against any outstanding principal or interest as Prime may decide. Prime may also apportion any payments you make under one Contract to amounts due under another Contract.
37. If payment is overdue under any Contract, Prime may, in respect of any or all Contracts, suspend the provision of Services. You must still pay Prime for Services already performed under any such Contracts.
38. You may not deduct from the price any set off, counterclaim or other sum unless Prime agrees in writing.
39. Prime retains title to any goods, equipment and/or medical supplies (goods) supplied under a Contract and will only transfer title to such goods when Prime has received full payment for the goods as provided under the Contract. Until you make full payment you are to keep the goods for Prime in your capacity as trustee and in original condition.


Intellectual Property
40. Unless otherwise expressly agreed in writing, Prime owns all intellectual property rights (including but not limited to copyright) in the Materials provided to you for the purposes of a Contract.
41. Subject to receipt of payment in full of all amounts due under a Contract within the time required, Prime grants you for free a perpetual, non-exclusive and non-transferable licence to use the Materials for the purposes they were provided (Licence). The Licence also includes these terms:
41.1 you must not use the Materials without Prime’s prior written consent for any purpose other than that for which they are expressly provided; and
41.2 you must not sell, hire, sub-licence or grant any third party the right to use the Materials.
42. You must report, in writing, any third party infringement of Prime’s intellectual property rights of which you become aware.
43. If a third party brings a Claim against you in respect of your use of Prime’s intellectual property, you:
43.1 must inform Prime as soon as you become aware of any Claim that Prime’s Material infringes the intellectual property rights of any third party and provide all relevant materials to Prime; and
43.2 grant Prime the right to conduct the defence or resolution of such Claims (Prime must give you notice of whether Prime will conduct the defence within 20 days of the date you give Prime notice of the Claim).
44. If Prime elects to conduct the defence of the Claim Prime will pay all costs in respect of the same and you will provide (at Prime’s cost) all reasonable assistance required by Prime to conduct the defence.
45. If you breach any of the clauses under the heading Intellectual Property the Licence to use the Materials will automatically terminate and you must return the Materials to Prime within 7 days.
46. Prime’s Staff may wear Prime branded uniforms in performing the Services (including at Sites). Prime Staff working at a Site may wear co-branded uniforms which include your name and logo subject to you paying Prime’s costs associated with the same.
Privacy and Confidentiality
47. Clauses 48, 49 and 50 apply only where Prime deals with Personal Information in connection with a Contract or for the purpose of performing the Services.
48. Prime agrees in respect of performing the Services:
48.1 to use or disclose Personal Information obtained during the course of performing the Services, only for the purposes of the Contract; and
48.2 not to do any act or engage in any practice which would breach or cause you to breach Privacy Laws.
49. You warrant and agree that you have or will obtain the appropriate consent of any person to the collection, use and disclosure of Personal Information by Prime in performing the Services so Prime can perform the Services in compliance with all Privacy Laws.
50. A party may use or disclose Confidential Information about the other party only:
50.1 to perform its obligations under a Contract;
50.2 as required by the mandatory operation of law;
50.3 to its professional advisors (bankers, accountants, lawyers) for a proper purpose; or
50.4 with the other party’s prior written consent.
51. You agree that Prime owns all Confidential Information that Prime provides to you (including in respect of a Proposal). If you do not accept a Proposal you agree not to provide Prime’s Confidential Information in a Proposal to any third party to assist them to perform the services Prime quoted for.
52. You agree to return to Prime all of Prime’s Confidential Information (including copies and materials derived from or including the same) on the completion or termination of a Contract.
53. Nothing in the clauses under the heading Privacy and Confidentiality prevents Prime from disclosing Confidential Information or Personal Information where the Services consist of regulatory reporting and the disclosure is made to a government body or agency in accordance with the requirements for such regulatory reporting.
Recruitment Supply and No Poaching
54. Subject to any Proposal, you agree that you will not, without Prime’s prior written consent, directly or indirectly solicit, employ or engage any Staff:
54.1 during a Contract; and
54.2 for a period of 6 months from the completion of a Contract
if the Staff has been engaged in providing the Services to you.
55. You agree to pay Prime a fee for any consent granted under clauses 55 (you will be deemed to have applied for consent and consent will be deemed to have been granted if you do any of the matters stated in clause 55). The consent fee will be as specified in the Proposal or if not specified the greater of (a) $20,000 (plus GST), or (b) an amount equal to 22% of the gross annual salary payable by Prime to the applicable Staff member (the gross salary will be that of the Staff member at the time of the request for consent (deemed or actual), or if the applicable Staff member has resigned from Prime at that time, then the calculation will be based on the gross annual salary of the same at the time they resigned). The consent fee will be payable on the Staff member signing an employment or service agreement with you and will be deemed to be a debt due and owing to Prime.


Instructions and Communications
56. Unless you give Prime Notice to the contrary, Prime will assume that:
56.1 all of your employees, directors and officers who give Prime instructions are authorised to do so and that Prime may act on oral instructions;
56.2 Prime may communicate with you by email. Prime cannot guarantee that such electronic communications will be secure or free from infection and Prime will have no liability for any loss or damage caused by email; and
56.3 you will direct all communications concerning a Contract to a Prime team leader as nominated by Prime from time to time.
57. Prime is not liable to you for any Liability suffered by you which results from Prime or its Staff following your directions or specifications in providing or in performing the Services.


Acknowledgements
58. You acknowledge and agree that:
58.1 Prime is not providing you with legal advice or services in carrying out the Services;
58.2 Prime does not warrant or represent that the Services will ensure or result in the registration, approval, licensing or authorisation from any government or regulatory body;
58.3 if the Services consist of regulatory compliance advice and standards, unless expressly agreed, Prime is not required after completing the Services to give you notice of any future changes to the requirements of such regulations;
58.4 unless expressly agreed, the Services are not expert reports for the purposes of or use in litigation;
58.5 save and except where and health or medical report contains false or misleading information as a result of the negligence of Prime. Prime is not liable to you for the use and decisions you make in respect of the Services provided, and in particular in respect of Services relating to health and medical reports Prime prepared on your employees or prospective employees (you indemnify Prime from any Claims in respect of such use).


Liability
59. If goods or services Prime supply are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then Prime’s liability for a breach of a condition or warranty of supply (including a condition or warranty implied by the Trade Practices Act 1974 (TPA) other than under section 69 of the same) is limited to (as Prime may decide):
59.1 in the case of goods, (i) the replacement of the goods or the supply of equivalent goods or the repair of the goods, or (ii) the payment of the cost of replacing the goods or of acquiring equivalent goods or of the cost of having the goods repaired; and
59.2 in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.
To the extent allowed by law, this clause will also apply to any supply Prime makes to a consumer (as defined in Section 4B of the TPA).
60. Prime is not liable for Liability you suffer due to the provision of false, misleading or incomplete information by a third party other than Prime or due to the acts or omissions of any third party other than Prime.
61. Prime will not be liable to you for any consequential, contingent, special or indirect damages (including resulting from the loss of business, revenue or profit) with respect to Claims arising in connection to a Contract, including any act or omission by Prime in performing a Contract or for a breach of contract or for negligence.
62. Where you suffer Liability as the result of partly your fault and partly Prime’s fault, the amount recoverable by you from Prime (if any) is to be reduced to such extent as the Court thinks just and equitable having regard to your contribution to the overall fault for such Liability.
63. Where you suffer Liability for which Prime is jointly and severally liable with any third party, the extent to which such Liability is recoverable by you from Prime, as opposed to the third party, will be limited to such extent that the Court thinks to be in proportion to Prime’s contribution to the overall fault for such Liability.
64. Prime’s Liability to you for all Claims not caught by clause 60 is limited to a maximum amount equal to the lesser of $100,000 or the total amount you have paid Prime for all Services in the 12 months before you first give Prime Notice of a Claim. You agree that:
64.1 if this clause was not included then either (a) the terms of the Contract on which Prime would have agreed to provide the Services would have been substantially different (including an increase in price), or (b) Prime would have refused to have entered into the Contract.
65. In no circumstances will the amount of Prime’s Liability to you exceed the amount stated in the applicable insurance policy (if any) held by Prime for that type of Claim.
66. Except as required by the mandatory operation of law, all implied terms and conditions are excluded.


Indemnity
67. You will indemnify Prime against all Liability (including reasonable legal fees on a solicitor/client basis) which Prime may incur arising out of any claim by any third party which is related to or arises out of or is any way associated with Prime performing the Services including for any breach by you of a Contract or any negligent wrongful or wilful act or omission by you except to the extent that Prime caused or contributed to such Liability.
68. You must pay Prime all of Prime’s costs, expenses and disbursements (including reasonable legal fees on a solicitor/client basis) incurred in the recovery of monies owed by you or in otherwise enforcing Prime’s rights against you under a Contract.


Termination
69. Prime may terminate all or any Contracts by Notice to you if:
69.1 you fail to pay any amount in full within 28 days of the due date under a Contract;
69.2 you breach any term or condition in a Contract and fail to remedy that breach within 14 days of Notice from Prime or immediately if the breach cannot be remedied;
69.3 you, or if you are a partnership, one of your partners, commits an act of bankruptcy under the Bankruptcy Act 1966;
69.4 you become an externally-administered body corporate or a party takes action to make you an externally-administered body corporate or you are an insolvent under administration or a controller is appointed in respect of any of your property (all within the meaning of the Corporations Act 2001);
69.5 a party seeks to enforce a security against the whole or substantial part of your assets;
69.6 you are subject to any similar or analogous event to those in clauses 70.3 to 70.5under the laws of any jurisdiction outside of Australia;
69.7 there is, in Prime’s opinion, a materially adverse change in your financial position that gives Prime reasonable grounds for believing that you may be unable to fully and promptly perform your obligations under a Contract.
70 Termination does not affect any of Prime’s rights or remedies existing before termination or arising from termination. Clauses, 10, 11, 37, 40, 41, 42, 43, 44, 45, 46, 51, 52, 53, 55, 56, 59, 60, 61, 62, 63, 64, 65, 66, 68, 69, 71, 72, 73, 81, 82, 83, 85 and 90 survive the termination of a Contract.
71. Any right or obligation accrued before the termination remains in force and does not affect any right or remedy of either party in respect of any breach before the termination.
72. Neither party may speak publicly about the termination of any or all of the Contracts without the prior written consent of the other party.


Force Majeure
73. Prime will not be liable for failure to perform Prime’s obligations under a Contract to the extent and for so long as Prime’s performance is prevented or delayed because of circumstances outside of Prime’s direct control (including labour disputes, obtaining labour, destruction or damage to Prime’s premises or a relevant Site, default or insolvency of any third party, an act of government or governmental authority, terrorism, disruption to the supply of power, gas, water, electronic or telecommunication services, civil disorder, the weather or other natural events) and without fault or negligence by Prime, but only if Prime:
73.1 gives Notice to you as soon as practicable; and
73.2 does everything reasonable to remedy the cause quickly.
74. Prime may terminate a Contract 30 days after a Notice is issued under clause 75 if, in Prime’s opinion, Prime is unable to perform that Contract or can only perform that Contract at a loss due to the effects of such an event.
Assignments and Amendments
75. A party may not assign its rights or obligations under this Contract without the other party’s prior written consent.
76. Prime may use agents and subcontractors to perform any part of the Services without notifying you or obtaining your consent.
77. A Contract can only be amended by agreement in writing.

Costs
78. Unless otherwise provided in a Contract, a party must pay its own costs and expenses in carrying out its obligations.


No Waiver
79. A party waives a right under a Contract only by written notice that it waives that right. A waiver is limited to the specific instance to which it relates and to the specific purpose for which it is given.


Law and Jurisdiction
80. A Contract is governed by the laws of Australia, as applicable to the State in which the contract is to be performed .
81. Subject to clause 83, the parties submit to the exclusive jurisdiction of the respective State courts of Australia and the Federal Courts of Australia (State Registries) in respect of any matter connected with a Contract.
82. Prime is entitled to bring proceedings in any court having jurisdiction in respect of any matter connected with a Contract to efficiently enforce a Contract and to protect Prime’s rights.
83. You agree to consent to the recording, entry or acceptance of any judgement, arbitration decision or order obtained by Prime in Australia in the courts of the jurisdiction where the Services are performed or you reside or are registered.


Disputes and Arbitration
84. The clauses under this heading Disputes and Arbitration apply to any dispute that arises between the parties in respect of a Contract.
85. Subject to the clauses under the heading Disputes and Arbitration, a dispute must not be the subject of legal proceedings between the parties. If legal proceedings are initiated or continued in breach of this provision, a party to the dispute is entitled to apply for and be granted an order of the court adjourning those proceedings pending completion of the procedure set out in this clause. This clause does not prejudice the right of a party to institute proceedings to enforce any payment due under a Contract, to seek injunctive relief to prevent immediate and irreparable harm, or to terminate a Contract where it has an express right to do so.
86. A party to the dispute must promptly notify the other party to the dispute the nature of the dispute, giving reasonable details and what action (if any) the party giving notice thinks will resolve the dispute (but a failure to give such notice does not entitle any other party to damages or give a right to terminate a Contract).
87. A party to the dispute who complies with the above step may at the same or a later time notify the other party to the dispute that the first party requires a meeting in Perth, Western Australia or such other capital city as Prime may nominate within 10 days after the giving of such notice. In that case, each party to the dispute must send to the meeting a senior manager of that party with authority to resolve the dispute and at the meeting make a good faith attempt to resolve the dispute.
88. Despite whether any of the above steps was taken, a dispute not resolved (or which has not been resolved within 30 days of any of the above steps being taken) must be referred to arbitration, as to which:
88.1 there must be only 1 arbitrator and who is an individual agreed by the parties or, if they cannot agree within 14 days, a senior arbitrator with at least 8 years continuous experience in complex commercial contract disputes nominated by the then President of the Law Society of Western Australia;
88.2 the role of the arbitrator is to resolve the dispute and make decisions which will be binding on the parties and the arbitration must take place in Perth, Western Australia;
88.3 a party must cooperate in arranging and expediting arbitration and must send to the arbitration a senior manager with authority to resolve the dispute;
88.4 the parties may provide evidence and give written and verbal submissions to the arbitrator within the time set by the arbitrator;
88.5 the arbitrator must consider the evidence and submissions, decide the dispute and give written reasons to each party;
88.6 subject to this clause, the arbitration must take place under Rules 5 to 18 (inclusive) of the Rules of The Institute of Arbitrators and Mediators for the Conduct of Commercial Arbitrations; and
88.7 the costs and expenses of the arbitrator and of each party must be borne as the arbitrator decides.


Meanings and Interpretation
89. In these Terms:
Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.
Confidential Information means any confidential or proprietary information (in any form) obtained in connection with a Contract (including the terms of a Contract and any notes or copies of confidential information). It, however, excludes information which:
(a) is or becomes a matter of public record other than by a breach of these Terms;
(b) the discloser certifies in writing as not being confidential; and/or
(c) the recipient proves it lawfully possessed the information before obtaining it in connection with a Contract.
Contract means each and any contract for the performance of Services by Prime for you.
Liabilities means Claims, losses, liabilities, costs or expenses of any kind and however arising, including penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
Management Team means any or all persons nominated by Prime as having responsibility for the management of a particular business unit
Materials includes anything Prime creates and/or provides to you in performing the Services, including brochures, training manuals materials and reports, medical test results and reports (except medical test results and resports in respect of the Clients employees), advice and plans and includes all intellectual property rights in the same.
Notice means written notice by post, facsimile or email.
Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about a natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
Policies means any of Prime’s policies attached to a Proposal or these Terms or which Prime otherwise applies to the applicable Services being provided (each as amended from time to time) including cancellation and refund policies, expense, travel, accommodation and disbursement policies and includes the Schedule.
Prime means Prime Health Group Ltd (ACN 114 563 870).
Privacy Laws means all mandatory applicable laws, codes and/or any of your approved privacy policies relating to Personal Information (including medical and health information) that apply in respect of the Services and includes in respect of Services performed in Australia the National Privacy Principles within the meaning of section 6 of the Privacy Act 1988 (Commonwealth).
Proposal means any written proposal or written offer from Prime to you to perform Services.
Schedule means any of Prime’s schedules of rates and prices from time to time including:
(a) the hourly rates for Prime’s Staff with particular expertise; and
(b) the price for any particular Services.
Services means Prime’s provision of services to you under a Contract as set out in a Proposal or, if outside the scope of a Proposal, as agreed with you and includes all Materials provided to you.
Site means any location where the Services are to be performed which is owned or controlled by any person other than Prime.
Staff means any of Prime’s employees, contractors or agents engaged by Prime to perform the Services.


Terms means these terms and condition.
90. In these Terms:
90.1 a reference to “$” or “dollars” is to Australian dollars;
90.2 singular includes plural and vice versa;
90.3 reference to a person includes a corporation and partnership and vice versa;
90.4 headings do not affect interpretation;
90.5 no rule of construction applies to the disadvantage of a party because that party put forward this agreement or any portion of it;
90.6 if any part of a Contract would be unenforceable, the provision must be read down to the extent necessary to avoid that result, and if the provision cannot be read down to that extent, it must be severed without affecting the validity and enforceability of the remainder of the Contract;
90.7 reference to a party includes a successor to the rights or obligations of that party under this agreement and its officers and employees; and
90.8 any agreement or consent made under this agreement must be in writing and writing includes by email exchange.


Schedule A
Safety and Training Courses

Open courses
1. Course Payment
1.1 All course payments due to Prime;
1.1.1 must be paid in full prior to attendance at the relevant course; and
1.1.2 may be paid by credit card, cash or purchase order.
2. Cancellation
2.1 If;
2.1.1 you do not attend the course; or
2.1.2 Prime does not receive a Notice to cancel your attendance at the course at least 2 working days prior to the scheduled course commencement time (“Start Time”) -
you must pay Prime an amount equal to the full course fee.
2.2 If Prime receives a Notice cancelling your attendance at the course between 2 and 7 working days prior to the Start Time, you must pay Prime an amount equal to 50% of the full course fee.
2.3 If Prime receives a Notice cancelling your attendance at the course more than 7 working days prior to the Start Time, you will receive a full refund of course fees.
3. Rescheduling and Refund
3.1 If Prime receives a Notice less than 2 working days before the Start Time, rescheduling your attendance at the course to the next available course, you must;
3.1.1 pay Prime an amount equal to 50% on the full course fee; and
3.1.2 pay the full course fee for the next course *
3.2 If Prime receives a Notice more than 2 working days before the Start Time, rescheduling your attendance at the course to the next available course, you will not be required to pay any additional amount so long as you attend the next course *
*3.3 Prime will only permit you to reschedule your attendance at the course on one (1) occasion.
3.4 Prime will only permit you to reschedule your attendance at a course to a date that is not more than 3 months from the date of the original course.
3.5 Prime reserves the right to cancel any course within 2 working days of the Start Time if insufficient registrations are received. Should this occur, you will be provided with the option to register for another date or receive a full refund of course fees.



Company Specific Course – Metro (Australia)
1. Course Payment
1.1 All course payments due to Prime must be paid in full, or the purchase order number received by Prime, prior to attendance at the course.
1.2 Bookings are not guaranteed by Prime until payment or a purchase order number has been received.
2. Cancellation
2.1 If;
2.1.1 you do not attend the course; or
2.1.2 Prime does not receive a Notice to cancel your attendance at the course at least 2 working days prior to the scheduled course commencement time (“Start Time”) -
you must pay Prime an amount equal to the full course fee.
2.2 If Prime receives a Notice cancelling your attendance at the course between 2 and 7 working days prior to the Start Time, you must pay Prime an amount equal to 50% of the full course fee.
2.3 If Prime receives a Notice cancelling your attendance at the course more than 7 days prior to the Start Time, you will receive a full refund of course fees.
3. Rescheduling and Refund
3.1 If Prime receives a Notice less than 7 working days before the Start Time, rescheduling your attendance at the course to the next available course, you must;
3.1.1 pay Prime an amount equal to 50% on the full course fee; and
3.2.1 pay the full course fee for the next course *
3.2 If Prime receives a Notice of more than 7 working days before the Start Time, rescheduling your attendance at the course to the next available course, you will not be required to pay any additional amount so long as you attend the next course *
*3.3 Prime will only permit you to reschedule your attendance at the course on one (1) occasion.
3.4 Prime will only permit you to reschedule your attendance at a course to a date that is not more than 3 months from the date of the original course.


Company Specific Course – Non Metro (Australia) and International
1. Course Payment
1.1 All course payments due to Prime must be paid in full, or the purchase order number received by Prime, prior to attendance at the course.
1.2 Bookings are not guaranteed by Prime until payment or a purchase order number has been received.


2. Cancellation
2.1 If;
2.1.1 you do not attend the course; or
2.2.1 Prime does not receive a Notice to cancel your attendance at the course at least 7 working days prior to the scheduled course commencement time (“Start Time”) -
you must pay Prime an amount equal to the full course fee.
2.2 If Prime receives a Notice cancelling your attendance at the course between 7 and 14 working days prior to the Start Time, you must pay Prime an amount equal to 50% of the full course fee.
2.3 If Prime receives a Notice cancelling your attendance at the course more than 14 working days prior to the Start Time, you will receive a full refund of course fees.
3. Rescheduling and Refund
3.1 If Prime receives a Notice less than 7 working days before the Start Time, rescheduling your attendance at the course to the next available course, you must;
3.1.1 pay Prime an amount equal to 50% on the full course fee; and
3.1.2 pay the full course fee for the next course *
3.2 If Prime receives a Notice more than 7 working days before the Start Time, rescheduling your attendance at the course to the next available course, you will not be required to pay any additional amount so long as you attend the next course *
*3.3 Prime will only permit you to reschedule your attendance at the course on one (1) occasion.
3.4 Prime will only permit you to reschedule your attendance at a course to a date that is not more than 3 months from the date of the original course.


Site Services
2. Cancellation
2.1 If Prime;
2.1.1 does not receive a Notice; or
2.1.2 receives a Notice cancelling Prime’s attendance at your site less than 2 working days prior to the scheduled departure date of Prime’s personnel to the site (“Mobilisation Date”) -
you must pay Prime;
2.1.3 the full fee for the cost of the quoted personnel up to a maximum of 5 days; plus
2.1.4 an amount equal to all of Prime’s Mobilisation Costs for such personnel.
2.2 If Prime receives a Notice cancelling Prime’s attendance at your site between 2 and 7 working days prior to the Mobilisation Date, you must pay Prime;
2.2.1 an amount equal to 50% of the cost of the quoted personnel up to a maximum of 5 days; plus
2.2.2 an amount equal to all of Prime’s Mobilisation Costs for such personnel.

2.3 If Prime receives a Notice cancelling Prime’s attendance at your site more than 7 working days prior to the Mobilisation Date, you must pay Prime an amount equal to all of Prime’s Mobilisation Costs for such personnel.
2.4 Prime may increase the price (even if Prime have provided a price) to compensate Prime for any loss, expense or increased costs Prime incurs in providing Services to you as a result of the following:
2.4.1 where the actual condition of the Site is materially and adversely different from what you told Prime or you failed to tell Prime before Prime provided a Proposal of any material matter concerning the condition of the Site which adversely impacts on Prime’s ability to carry out the Services;
2.4.2 any delay in Prime’s staff returning from the Site to their applicable Prime office because transport is unavailable or fails to depart on a scheduled date.

3. Rescheduling and Refund
3.1 If Prime receives a Notice less than 2 working days prior to the Mobilisation Date, rescheduling Prime’s attendance at your site to the next available date, you must pay Prime;
3.1.1 an amount equal to 50% of the cost of the quoted personnel up to a maximum of 5 days; plus
3.1.2 an amount equal to all of Prime’s Mobilisation Costs for such personnel.
3.2 If Prime receives a Notice between 2 and 7 working days prior to the Mobilisation Date, rescheduling Prime’s attendance at your site to the next available date, you must pay Prime;
3.2.1 an amount equal to 25% of the cost of the quoted personnel up to a maximum of 5 days; plus
3.2.2 an amount equal to all of Prime’s Mobilisation Costs for such personnel.
3.3 If Prime receives a Notice more than 7 working days prior to the Mobilisation Date, rescheduling Prime’s attendance at your site to the next available date, you must pay Prime an amount equal to all of Prime’s Mobilisation Costs.

Mobilisation Costs means Prime’s costs and expenses incurred in preparing and arranging for the work at the site including:
(a) non refundable out of pocket expenses (including air fares and accommodation);
(b) preparing the personnel for the site work (including site related training and induction and any site specific uniforms); and
(c) the reasonable internal administrative costs of Prime (including in respect of dealing with a cancellation or rescheduling).

SCHEDULE B
Clinical Services

1. Cancellation
1.1 If the required person does not attend an appointment for Clinical Services without notification you must pay Prime an amount equal to 75% of the booked services.
1.2 If Prime receives a Notice cancelling the Clinical Services not less than 1 working day prior to the appointment you must pay Prime an amount equal to 75% of the booked services.
1.3 If Prime receives Notice cancelling the Clinical Services more than 1 working day prior to the appointment you will not incur a fee.
Clinical Services may be cancelled by phoning the relevant clinic during its normal business hours.

Worldwide Alliance Bookings

2. Cancellation
2.1 If the required person does not attend an appointment for a Worldwide Alliance Booking without notification or if Prime receives a Notice cancelling a Worldwide Alliance booking within 1 working day prior to the appointment you must pay Prime an amount equal to 75% of the Quality Assurance and Booking Fee and 75% of the booked services.
2.2 If Prime receives a Notice cancelling a Worldwide Alliance booking more than 1 working day prior to the appointment you must pay Prime an amount equal to 75% of the Quality Assurance and Booking Fee.




PRIME HEALTH GROUP PTY LTD
Australian Company Number 114 563 870