This Agreement (the “Agreement”) is made as of the date of execution by the Client, by and between:
RECITALS
We collect information to provide better service, improve our offerings, and ensure regulatory compliance. The information we collect includes:
The Client wishes to receive assistance in completing their NDIS registration.
The Consultant has the skills, background, and experience in providing NDIS registration.
The Client wishes to engage an independent contractor to provide the Services.
The Consultant is willing to provide the Services, all in accordance with the provisions of this Agreement.
Services
The Consultant will provide the Services to the Client in consideration for paying the Fee to subject to the provisions of this agreement.
The Consultant has specified the place for the performance of the Services in this Agreement.
The Consultant will use reasonable endeavors to complete the Services including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the Parties.
The Services will be performed by the employees or agents that the Consultant may choose as most appropriate to carry out the Services as agreed, from time to time by the Parties.
Delivery of Services
The Consultant has full authority to determine the method, specifics, and approach for providing the Services. They may, at their own cost, hire or utilise the services of employees, subcontractors, partners, or agents (referred to as “Assistants”) as deemed necessary to carry out the Services. The Assistants are not employees of the Client and the Consultant assumes complete responsibility for ensuring that the Assistants perform the Services professionally and deliver satisfactory results to the Client.
Fees
The Client shall pay to Consultant the fees specified on the ‘Your Investment’ page either up front or via a payment plan. Should the Client decide to make payment via a payment plan, a 5% loading will be added. The Client is able to negotiate instalments with their Client Specialist.
The fee on the Your Investment page does not include the costs of an NDIS approved quality auditor. Upon provider registration occurring, you will be provided with a Scope of Audit which will set out the cost, requirements and timeline for audit.
The Consultant is permitted to charge for all costs and expenses incurred in performing the Services, including traveling, photocopying, courier services and postage.
Subject to the following conditions:
The Client must fulfill all reasonable requirements to obtain registration as an NDIS provider as instructed by the Consultant or an approved quality auditor. This includes engaging an NDIS approved quality auditor recommended by the Consultant (referred to as the “Auditor”) to conduct provisional, certification, or verification audit(s) as necessary, based on any Scope of Audit document provided by the NDIS commission after completing the online application form. The Client is responsible for paying all fees charged by the Auditor.
The Client must provide the Consultant with a reasonable opportunity to make any necessary changes to the application form, procedures, processes, practices, or other documentation prepared by the Consultant (or conducted by the Client for NDIS clients). These changes may be made in response to recommendations from the Auditor or as part of a nonconformity corrective action plan.
The Client and its key personnel must not be subject to the following:
- Revocation of their AHPRA registration.
- A banning order.
- A past conviction.
- Insolvency or bankruptcy.
- Adverse findings or enforcement actions by relevant authorities.
- Findings or judgments related to fraud, misrepresentation, or dishonesty.
- Disqualification from managing corporations.
Revocation of their AHPRA registration. (ii) A banning order. (iii) A past conviction. (iv) Insolvency or bankruptcy. (v) Adverse findings or enforcement actions by relevant authorities. (vi) Findings or judgments related to fraud, misrepresentation, or dishonesty. (vii) Disqualification from managing corporations.
The Client and its key personnel must possess the necessary skills, qualifications, and/or experience required to serve as key personnel for a registered NDIS Provider. This determination will be made by the Auditor or the NDIS Commission.
If an NDIS approved quality auditor informs the Client that they will not recommend certification as an NDIS Provider, the Consultant may, at its discretion, either pay for a follow-up audit or refund 100% of the Fees paid by the Client to the Consultant. This refund must be made within 28 days of receiving written confirmation of the NDIS approved quality auditor’s audit report.
Please note that the Fees are non-refundable under any other circumstances, including change of mind.
Term of Agreement
The Consultant will act as a consultant to the Client starting from the date of this Agreement and ending on the later of (a) the date the Client completes their initial audit with the Auditor or (b) the date when the Consultant has received full payment of all specified fees mentioned on the Your Investment page.
If either party fails to perform their obligations under this Agreement or commits a significant breach, the non-breaching party has the right to terminate this Agreement immediately. The breaching party will have a period of 30 business days from the receipt of written notice by the non-breaching party to remedy the breach.
If the Consultant defaults or materially breaches any of its obligations under this Agreement for any reason, the maximum liability of the Consultant towards the Client and its associated entities and individuals shall be limited to an amount equivalent to the Fees paid by the Client to the Consultant as outlined on the Your Investment page.
Warranty
Except as explicitly stated in this Agreement, the Consultant does not provide any warranty or representation regarding the Services or the accompanying documentation. Specifically, no assurance or representation is made regarding the suitability of the provided documentation for the Client’s business or the appropriateness or effectiveness of any medical intervention described in such documents.
No partnership or employment relationship
Nothing in this agreement constitutes the relationship of employer and employee between the Consultant and the Client or between the Client and the Consultant’s personnel.
It is the express intention of the Parties that any such relationships are denied.
Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
Definitions and Interpretation
Definitions
In this Agreement unless the context indicates otherwise, the following words will have the following meanings:
Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party independently of and for purposes unconnected with this agreement.
Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).
Confidential Information includes any information marked as confidential and any information received or developed by the Consultant during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by the Client in the course of the the Client’s business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.
Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.
Contract IP means Intellectual Property created by the Consultant in the course of performing its obligations under this agreement.
Deliverable means the goods or services to be supplied by the Consultant pursuant to this agreement.
Fee(s) means the fees set out on the ‘Your Investment’ tab of this proposal.
GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.
Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.
Personal Information has the meaning as defined in any applicable Privacy Law.
Privacy Law means any legislation or administrative requirement (as amended from time to time) imposing an obligation in relation to the collection, use, disclosure, storage and transmission of Personal Information which is applicable to a party in the performance of its obligations under this agreement, including without limitation any codes, principles or guidelines contained in or arising out of such legislation.
Services means the services to be provided by the Consultant under this agreement.
Specification means the specific Consultant to be provided by the Consultant under this Agreement. The Specification is set out in Schedule 1 of this Agreement.
Consultants Personnel means any person or persons that the Consultant designates to perform the Services on the Consultant’s behalf.
Interpretation
In this Agreement unless the context otherwise requires:
- Words importing any gender include every gender;
- Words importing the singular number include the plural number and vice versa;
- Words importing persons include firms, companies and corporations and vice versa;
- References to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;
- Reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
- Any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
- The headings to the clauses and schedules of this Agreement are not to affect the interpretation;
- Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and
- The word “including” (and related forms including “includes”) means “including without limitation”.
