Calvary Health Care

1.1 Calvary may issue an Order to the Contractor to provide Goods and/or Services.

1.2 The Contractor must supply the Goods and perform the Services (as applicable) in accordance with the requirements of this Contract and all Legislation and all relevant Australian standards.

1.3 No provision of this Contract will be deemed to create an exclusive agreement between the parties and Calvary will always be entitled to invite tenders from, and contract with, any other party it deems fit, for the provision of like goods and/or services. Calvary has no obligation to issue any Order to the Contractor and the Contractor has no right to make any claim for loss of profit or contract or any other Losses resulting from any failure by Calvary to issue any Order.

1.4 The Contractor acknowledges and agrees that Calvary may, without penalty, add to, or remove any Site from, this Contract on thirty days prior written notice to the Contractor.

1.5 Without limiting anything in this Contract, where any of the Goods supplied under this Contract are therapeutic goods for the purposes of the TG Act, the Contractor must ensure that all such Goods are registered, listed or included (as the case may be) on the Australian Register of Therapeutic Goods and are supplied in accordance with the TG Act.

1.6 The Contractor must ensure that:

(a) the Contractor and its personnel are suitably experienced, skilled, qualified, knowledgeable and competent for the provision of the Services;

(b) the Contractor has all approvals, rights, title, interest, permits, licences, registrations, certificates and other administrative authorisations necessary to lawfully supply the Goods and perform the Services (as applicable) and comply with its obligations under the Contract (all of which the Contractor is responsible for at its own risk and expense);

(c) the Goods and Services (as applicable) will be fit for their intended purpose as stated in, or reasonably to be inferred from, the Contract;

(d) any Goods provided will be of good and sound design, materials and workmanship, new, of merchantable quality and fit for the purpose for which they are intended to be used, be free from defects, conform with this Contract and be free from any encumbrances or defects in title; and

(e) any Goods provided comply with the specifications for the Goods contained in the Goods’ listing on the Australian Register of Therapeutic Goods (if applicable).

1.7 Subject to clause 18, title in any Goods will pass to Calvary on allocation of the Goods (or part of them) to this Contract or delivery of the Goods to the Site, or on payment by Calvary (whichever is earliest). The Goods remain at the risk of the Contractor until the Contractor has delivered the Goods in accordance with this Contract.

1.8 The Contractor must comply with all directions given by or on behalf of Calvary in relation to the Goods and the Services or this Contract. The Contractor must cooperate with Calvary and its other contractors, and promptly provide any information requested by Calvary.

1.9 The Contractor acts as an independent contractor and neither the Contractor nor its personnel (including those of any of the Contractor’s related bodies corporate) are deemed to be either expressly or impliedly employees of Calvary.

1.10 The Contractor must not make any public statements about this Contract, the Goods supplied or the Services performed under this Contract, Calvary or Calvary’s business without Calvary’s prior written consent.

1.11 The Contractor must comply with, and must ensure that its subcontractors (and the employees and agents of the Contractor and its subcontractors) engaged in connection with this Contract comply with:

(a) Calvary’s requirements (as identified in the Order or given by an authorised representative of Calvary); and

(b) any Special Conditions (if any). In case of any inconsistency between the Special Conditions and these standard terms and conditions the Special Conditions prevail.

1.12 If Calvary is a Registered Provider, the Contractor acknowledges it:

(a) will be an Associated Provider of Calvary; and

(b) will be bound by the obligations set out in Schedule 1 of this Contract.

2.1 The Contractor must commence supply of the Goods and/or performance of the Services (as applicable) by the prescribed start date set out in the relevant Order (“Commencement Date”).

2.2 The Contractor must supply all of the Goods and complete the Services (as applicable) by the required completion date set out in the relevant Order (“Completion Date”).

2.3 If the Contractor is unable to meet a Completion Date, the Contractor must notify Calvary at the earliest possible opportunity.

2.4 To the extent that the Contractor establishes that any delay in meeting a Completion Date is due to an act of prevention by Calvary, a breach of this Contract by Calvary or variation directed by Calvary, Calvary (acting reasonably) will grant a reasonable extension of time to the Completion Date.

2.5 Without in any way limiting Calvary’s rights at law, Calvary may at any time up to 12 months after delivery of the Goods and/or completion of the Services (as applicable) under a particular Order notify the Contractor if any of those Goods and/or Services do not comply with the Contract, and such Goods and/or Services must be re-performed, repaired, replaced or otherwise made good by the Contractor at its cost.

3.1 Unless otherwise specified in the Order, the Price is inclusive of all Taxes other than GST and not subject to escalation or variation unless agreed otherwise by the parties in writing.

3.2 The Contractor will submit to Calvary a claim for payment in the form of a valid tax invoice on the 5th day of each month (or as otherwise agreed by Calvary) for Goods supplied and/or Services performed (as applicable) to the last day of the previous month. Each payment claim must include details of the Goods supplied and/or Services performed, including their value, and be forwarded together with adequate supporting documentation to evidence the claim.

3.3 Unless otherwise specified in an Order, Calvary agrees to pay the Contractor the Price within 30 days of receipt and acceptance of an invoice by Calvary. Calvary may withhold any disputed portion of the Price until the dispute is resolved.

3.4 Unless otherwise specified in the Order or agreed by Calvary in writing, the Contractor must provide Calvary with written notice of any changes to the Price no less than thirty (30) business days prior to the intended effective date. Calvary is not obligated to pay any revised Price earlier than thirty (30) business days after receiving written notice of the changes to the Price from the Contractor and the Contractor must not apply any revised Price retrospectively unless otherwise specified in the Order or agreed by Calvary in writing.

3.5 The Price for Goods listed on the Prostheses List will not exceed the minimum benefit amount stated on the Prostheses List current at the time of the use of the Good.

3.6 For the avoidance of doubt, the Price for a Good which is listed on the Prostheses List includes the cost of all goods intrinsically required for the proper use and functioning of the relevant Good (including any custom made goods for the relevant patient).

3.7 If GST is imposed on a supply made under or in connection with this Contract, the consideration provided for that supply is increased by the rate at which that GST is imposed. The additional consideration is payable at the same time as the consideration to which it relates.

3.8 If one of the parties is entitled to be reimbursed for an expense or outgoing incurred in connection with this Contract, the amount of the reimbursement will be net of any input tax credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.

4.1 Calvary may vary the Goods and/or the Services (as applicable) by written direction under this clause, including by:

(a) increasing or decreasing the quantity, character, quality, kind or execution of the Goods and/or Services; and

(b) changing the delivery and the work program, as applicable.

4.2 Calvary may supply itself the part or parts of the Goods omitted, complete the part or parts of Services omitted or may engage others to supply and/or perform the part or parts so omitted.

4.3 Variations will be valued by written agreement or, failing agreement, by Calvary using the schedule of rates agreed between the parties (if any) or otherwise reasonable rates.

4.4 Calvary may at any time before delivery change or cancel an Order. If the Contractor has already incurred expenses in arranging for the order or delivery of the Goods and/or Services specified in an Order, Calvary agrees to pay the Contractor’s reasonable and demonstrable costs or expenses incurred. The Contractor must mitigate any such costs or expenses.

5.1 The Contractor indemnifies Calvary against all Losses it directly or indirectly sustains or incurs as a result of:

(a) any negligent, unlawful, willful act or omission of, or breach of any of its obligations under this Contract by, the Contractor, Contractor personnel or Contractor subcontractors;

(b) any loss, corruption or unauthorised disclosure of data (including, but not limited to Confidential Information or Personal Information) caused by the Contractor, Contractor personnel or Contractor subcontractors;

(c) any infringement or claimed infringement of the IPRs or moral rights of a third party arising out of its receipt or use of the Goods and / or Services;

(d) death or personal injury of any person to the extent caused by the Contractor, Contractor personnel or Contractor subcontractors; and

(e) property damage to the extent caused by the Contractor, Contractor personnel or Contractor subcontractors.

6.1 The Contractor must effect and maintain throughout the continuance of this Contract:

(a) broadform public and products liability insurance issued on an occurrence basis with a limit of liability of not less than $20 million for each and every occurrence and, in respect of products liability, in the annual aggregate;

(b) professional indemnity insurance for an amount of not less than $10 million or any other amount agreed between the parties in writing for any one loss and in the aggregate each policy year;

(c) if the performance of this Contract requires the Contractor to use or provide for use of plant and equipment that will be used at the Site in connection with this Contract, insurance covering all loss and damage to the Contractor’s plant and equipment, for its replacement value;

(d) if the performance of this Contract requires the Contractor or its personnel or subcontractors to use or provide for use of motor vehicles, motor vehicle third party property damage insurance covering liabilities in respect of any loss, damage or destruction to any property arising from the use of such motor vehicles with a limit of liability of not less than $30 million for each and every event, and each and every vehicle;

(e) cyber enterprise risk management insurance for not less than $10 million per occurrence and in the annual aggregate;

(f) other insurance to the full extent required by law; and

(g) other insurance as may be reasonably required by Calvary.

6.2 The Contractor must ensure that any sub- contractor engaged by it is insured to a level commensurate with the insurance obligations of the Contractor under this Contract.

6.3 The Contractor will bear any and all excesses or deductibles in relation to any claim on a policy.

6.4 The Contractor must use its best endeavours to ensure Calvary is included as an additional insured in the policies required under clauses 6.1(a) and 6.1(d) and that such policies:

(a) include a waiver of subrogation clause;

(b) include a cross liability clause;

(c) provide that the failure by one insured to observe and fulfil the terms of the policy will not prejudice the insurance in regard to any other insured; and

(d) provide that any non-disclosure or misrepresentation by one insured does not prejudice the right of any other insured to claim on the policy.

7.1 Calvary (at its absolute discretion) may terminate this Contract for its convenience by written notice. Following such termination the Contractor will be entitled to payment:

(a) pro-rata for satisfactory performance prior to termination; and

(b) for the cost of goods, materials, plant and equipment ordered in respect of this Contract to the extent the Contractor cannot cancel such orders, provided that:

(i) on payment by Calvary, the unencumbered title to the materials passes to Calvary; and

(ii) the materials have not been prematurely ordered.

7.2 In addition to its other rights or remedies, Calvary may terminate this Contract by immediate written notice for:

(a) the Contractor’s actual or anticipated breach of any Contract provision and failure to correct such actual or anticipated breach within a time period notified by Calvary (where applicable);

(b) the Contractor’s breach of its obligations under clauses 14.3 or 14.4; or

(c) any act related to bankruptcy, reorganisation, change of control, receivership or insolvency occurring in relation to the Contractor,

and the Contractor will indemnify Calvary against all Losses incurred by Calvary in obtaining the Goods and/or Services (as applicable) elsewhere and/or arranging for a third party to supply or complete the Goods and/or Services (as applicable).

7.3 At the expiration, or on earlier termination, of this Contract the Contractor must at its cost deal with any items in its possession which are the property of Calvary (including all materials, documents, Data, resources, Calvary's Confidential Information, and any other intellectual property, property, equipment and documentation) as directed by Calvary.

The Contractor must not assign, transfer or sub-contract the Contract in whole or in part or any legal or equitable interest in it without the prior written consent of Calvary.

9.1 The Contractor must comply with, and must ensure that its subcontractors (and the employees and agents of the Contractor and its subcontractors) engaged on any Site comply with, any applicable Legislation and all directions of Calvary or its representative regarding work, health and safety and must report all injuries and incidents to Calvary immediately.

9.2 The Contractor must provide to Calvary evidence of a safe system of work in accordance with any applicable Legislation.

9.3 The Contractor must provide to Calvary evidence of any relevant vaccinations of its employees and agents and the employees and agents of its subcontractors engaged on any Site.

10.1 The environmental requirements set out in this clause 10:

(a) are in addition to, but are not in substitution for, any other requirements of any legislation, regulation or other conditions of Contract; and

(b) are not to be taken to limit the powers of Calvary nor the Contractor’s obligations and responsibilities under this Contract.

10.2 The Contractor must, at all times, exercise any necessary and reasonable precautions appropriate to the nature of the Goods and/or Services to be provided to protect the environment at the Site, or in the vicinity of the Site.

10.3 The Contractor must cooperate, where directed by Calvary, with any reasonable request made by Calvary’s nominated representative(s) to stop work or to take urgent remedial measures where actual or potential risk of harm to the environment has been identified as a consequence of the Contractor’s actions.

10.4 The Contractor must provide equipment, materials, training, personnel and other resources (including supervision) necessary to meet the environmental management requirements of this Contract.

11.1 Each party (‘recipient’) must keep any Confidential Information disclosed to it confidential and must not deal with it in any way that might prejudice its confidentiality. These obligations continue indefinitely beyond the end of this Contract , but do not extend to disclosures:

(a) required by law; and

(b) to a recipient’s officers or employees:

(i) who have a need to know for the purposes of this Contract (but only to the extent that each has a need to know); and

(ii) before disclosure, have been directed by the recipient to keep that Confidential Information confidential.

11.2 The Contractor must, and must ensure that its employees, agents, subcontractors and suppliers in relation to all aspects of this Contract, each comply with the Privacy Laws.

11.3 The Contractor must have in place adequate Security Measures to protect any Personal Information or Confidential Information that it handles under this Contract and comply with Calvary's reasonable security requirements.

11.4 The Contractor must, at Calvary's request, provide evidence of its compliance with this clause and must implement any additional Security Measures reasonably requested by Calvary from time to time.

11.5 The Contractor’s obligations under this clause 11 survive the expiry or termination of this Contract.

12.1 This Contract constitutes the entire agreement between the parties to the exclusion of all other terms and conditions. Any amendment to this Contract has no effect unless expressly agreed in writing by Calvary.

12.2 Calvary may amend these standard terms and conditions from time to time in its sole discretion and the Contractor acknowledges and agrees that the updated version will apply to the Contractor automatically without requiring separate notification. Calvary’s current standard terms and conditions are accessible on Calvary’s website.

12.3 No other terms and conditions, including any terms provided by the Contractor with any quotation or with particular Goods and/or Services upon delivery or performance, form part of this Contract. This Contract constitutes a written offer, which, if not already accepted by the Contractor, is accepted by conduct when the Contractor supplies the Goods and/or provides the Services to Calvary. To the extent permitted by law, it is a condition of the quotation, sale, provision and delivery of the Goods and/or Services by the Contractor that the Contractor accepts the terms of this Contract despite the provision of any other terms and conditions by the Contractor. However, Calvary may at any time require the Contractor to enter into an agreement in the form of Calvary’s standard goods agreement covering supply of the Goods, or Calvary’s standard services agreement covering the performance of the Services, whichever is relevant, and, if it does so, that agreement will apply to the Goods and/or Services and will supersede this Contract.

This Contract is governed by the law of New South Wales and the parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

14.1 All rights, obligations and liabilities under or in connection with this Contract are to apply unlimited and are otherwise unaffected by anything that, but for this clause, may by virtue of the provisions of the Civil Liability Act 2002 (NSW) have limited or otherwise affected those rights, obligations and liabilities.

14.2 The Contractor must always comply with all Applicable Corruption Law related to bribery and corruption and not offer, promise or give (either directly or indirectly) any financial or other Advantage: (i) to any person with the intention of inducing that person to breach a position of trust or duty of good faith or impartiality; or (ii) to any public official intending to influence that official, with the aim that either party should benefit as a result.

14.3 In performing its obligations under this Contract, the Contractor shall, if applicable:

(a) comply with all Australian anti-slavery and human trafficking laws, statutes, regulations and codes, or applicable international modern slavery laws if the Contractor is headquartered or held outside Australia, from time to time in force including, but not limited to the Modern Slavery Act 2018 (“the Act”) and have and maintain throughout the term of this Contract its own policies and procedures to ensure its compliance;

(b) not engage in any activity, practice or conduct that may constitute a breach of the Act;

(c) include in its contracts with its agents, distributors, joint venture partners, contractors, subcontractors and suppliers anti-slavery and human trafficking provisions that are consistent with the requirements of the Act, as amended; and

(d) prepare and deliver to Calvary, at Calvary’s request, a modern slavery statement for that year setting out:

(i) the risks of modern slavery in the Contractor’s supply chains or in any part of the Contractor’s business or operations; and

(ii) a statement of the actions that the Contractor has taken to assess and address those risks, including due diligence and remediation processes and how the Contractor assesses the effectiveness of such actions.

14.4 The Contractor shall, as soon as it becomes aware, notify Calvary and provide Calvary with details, of:

(a) any breach, or potential breach, of clause 14.3; and

(b) any actual or suspected modern slavery or human trafficking in a supply chain which has a connection with this Contract.

14.5 If the subject matter of this Contract has an ethical dimension the Contractor needs to comply with the Code of Ethical Standards for Catholic Health and Aged Care Services in Australia as published by Catholic Health Australia or any successor body from time to time.

14.6 The Contractor must comply with its obligations under the Sex Discrimination Act 1984 (Cth) and in doing so:

(a) must take all reasonable and proportionate steps to prevent:

(i) sexual harassment;

(ii) sex-based harassment;

(iii) discrimination on the ground of sex; and

(iv) conduct that creates a workplace environment that is hostile on the ground of sex;

(b) acknowledges that Calvary has a zero tolerance approach to sexual harassment and is subject to a positive duty under the Sex Discrimination Act 1984 (Cth) to actively prevent such conduct.

(c) without limiting 14.6(a), must:

(i) ensure its personnel are trained in respectful workplace behaviour and understand their obligations under anti-discrimination laws;

(ii) implement and maintain policies and procedures that support a safe, inclusive and respectful workplace;

(iii) promptly report any actual, alleged or suspected incidents of sexual harassment or sex-based discrimination to Calvary; and

(iv) cooperate with any investigation or inquiry conducted by Calvary or a regulatory authority in relation to such incidents.

15.1 Calvary will own the Intellectual Property Rights discovered or coming into existence as a result of, for the purpose of, or in connection with the performance of the Services.

15.2 The Contractor grants Calvary a perpetual, irrevocable and royalty-free licence to reproduce, use, modify, adapt and sub-license the Contractor’s Background IP for any purpose in connection with the Goods and/or Services (as applicable) or the Site.

16.1 The Contractor must notify Calvary in accordance with applicable Legislation if:

(a) any of the Goods are the subject of a Product Recall or are under the investigation of any Government Agency, the Contractor or the original manufacturer of the Goods (as applicable) in any area of the world due to defect, fault or

(b) non-compliance with Legislation; and/or

(c) any of the Goods have been found to have caused an injury or death to any person or damage to property.

16.2 The Contractor must provide Calvary with all reasonable details as may be required by Calvary in connection with the Product Recall.

16.3 If any Goods which have been delivered to Calvary are the subject of a Product Recall, the following will apply (as may be relevant given the nature of the Goods and the Product Recall):

(a) the Contractor must provide to Calvary a replacement Good or credit note in relation to any Price paid by Calvary in relation to the Good; and

(b) the Contractor must make arrangements (at the Contractor's cost) for the:

(i) repair of any Goods in Calvary’s possession;

(ii) return of any Goods in Calvary's possession to the Contractor where practicable; and/or

(iii) return of any Goods supplied by Calvary to third parties.

16.4 The Contractor must manage all Product Recalls in accordance with the requirements of any Government Agency and all applicable Legislation.

17.1 The Contractor must ensure that all Goods supplied to Calvary and which are listed on the Prostheses List:

(a) are supplied to Calvary with the correct Prostheses List Billing Code; and

(b) match the Goods description and size specifications contained on the Prostheses List for the relevant Good.

17.2 If Calvary determines any Goods have not been supplied in accordance with clause 17.1, Calvary may issue a notice to the Contractor requiring the Contractor to:

(a) re-supply the Goods so that they meet the requirements under clause 17.1; or

(b) refund the Price; or

(c) to the extent the Goods have been used by Calvary, provide a credit note for the value of the Price.

17.3 The Contractor must comply with any request set out in a notice under clause 17.2 within 14 calendar days of receipt of that notice.

17.4 For Goods which are listed on the Prostheses List, the Contractor will provide follow-up testing, advice and assistance reasonably required for the proper use and functioning of the relevant Goods.

18.1 This clause 18 applies if any Goods are supplied to Calvary on consignment by the Contractor.

18.2 Full legal and equitable title of the consigned Goods remains vested with the Contractor until such time as the consigned Goods are used by Calvary, at which time full legal and equitable title of the Goods will transfer to Calvary.

18.3 From the time of delivery of the Goods, Calvary may use the Goods as part of, or in connection with, the health services provided at a Site.

18.4 Once Calvary uses any consigned Goods:

(a) Calvary must promptly notify the Contractor of such use;

(b) the Contractor must promptly issue a tax invoice to Calvary for the relevant Goods; and

(c) Calvary will pay the tax invoice within the time period required for payment set out in clause 3.3 of this Contract.

18.5 Calvary will, in respect of the consigned Products:

(a) maintain suitable premises for the storage of the Goods prior to use;

(b) insure the Goods against loss or damage in accordance with Calvary’s usual policies and practices as may be in place from time to time; and

(c) give the Contractor reasonable access to the relevant area of the Site for the purpose of carrying out stocktakes under clause 18.6.

18.6 The Contractor must, in respect of the consigned Goods:

(a) carry out stocktakes of the consigned Goods on a regular basis which (unless otherwise agreed) shall be at least quarterly;

(b) give Calvary reasonable notice (but in any case not less than 7 calendar days’ notice) prior to carrying out a stocktake;

(c) unless otherwise agreed, only proceed to carry out a stocktake if an authorised representative of the relevant Site is present;

(d) provide within 14 calendar days of a request by Calvary, a written list of the number and types of Goods being retained on consignment by Calvary at that time;

(e) ensure that the expiry dates of consigned Goods are clearly visible on the packaging and labels of the Goods; and monitor the expiry dates of consigned Goods and assist Calvary to implement systems and procedures to ensure that Goods that are beyond their expiry date are not used.

18.7 The Contractor must not remove consigned Goods from a Site unless:

(a) it obtains the prior written consent of an authorised representative of the Site; or

(b) the Goods have passed their expiry date.

18.8 The Contractor shall give Calvary a written list of any Goods which it removes from a Site, including quantities, descriptions and lot numbers. The Contractor must replace any removed Goods promptly or within such time as may be requested by Calvary.

18.9 Where there are consigned Goods supplied by the Contractor in Calvary’s possession or control which have passed their expiry date (“Expired Goods”):

(a) the Contractor must, upon discovering the Expired Goods or if requested by Calvary, promptly remove the Expired Goods at the Contractor’s cost; and

(b) Calvary shall not be liable to pay for Expired Goods.

18.10 Where there are consigned Goods supplied by the Contractor in Calvary’s possession or control after the date of termination or expiry of this Contract, those Goods shall be returned to the Contractor at the Contractor’s cost.

In this Contract, the following definitions apply, except where the context otherwise requires:

(a) “Advantage” means any financial or other advantage, payment, gift, promise or transfer of anything of value.

(b) “Applicable Corruption Law” means all of the laws, rules, regulations and other legally binding measures relating to bribery, corruption, money laundering, fraud or similar activities in Australia.

(c) “Associated Provider” has the meaning given in the Aged Care Act 2024 (Cth).

(d) “Calvary” means the Calvary legal entity identified in the Order.

(e) “Confidential Information” means all Data and/or information exchanged between the parties for the purposes of this Contract before, on or after the date of this Contract (including the terms of this Contract) relating to the operations, business, research and technology of the disclosing party, but not including any information which:

(i) is publicly available at the date of this Contract;

(ii) becomes publicly available subsequent to the date of this Contract without breach of this Contract;

(iii) a party obtained from a third party without breach by that third party of any obligation of confidence concerning that Confidential Information; or

(iv) was already in the party’s possession (as evidenced by written records) when provided by or on behalf of the other party.

(f) “Contract” means the Calvary Order, these standard terms and conditions and any Special Conditions (if any), collectively.

(g) “Contractor” means the contractor identified in the Order.

(h) “Contractor’s Background IP” means Intellectual Property Rights owned by or licensed to the Contractor (including know how and technical information).

(i) "Data" means all information, whether in electronic, written, oral, or other form, that is created, collected, stored, or otherwise received or processed by a party in connection with this Agreement, including, without limitation, Personal Information, Health Information, and Sensitive Information as defined in the Privacy Act 1988 (Cth) and any other applicable privacy or health legislation, business, technical, operational, or commercial information, reports, records, materials, documentation, and other work products, and any other information provided, generated, or accessed in the course of providing or receiving the Goods and/or Services.

(j) “Goods” means the items as specified in any Order to be provided by the Contractor, and any other goods forming part of the provision of the Services, in accordance with the Contract.

(k) “Government Agency” means any government, governmental, semi-governmental, administrative, fiscal or judicial body department, commission, authority, tribunal, agency or entity.

(l) “GST” means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.

(m) “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(n) “GST Law” has the same meaning as in the GST Act.

(o) “Intellectual Property Rights” or “IPR” means any intellectual property rights including any protected rights attaching to inventions patents, plant breeders’ rights, registered or unregistered trademarks and service marks, registered designs, copyrights, database rights, design rights, confidential information, know-how, applications for any of the above, and any similar right recognised in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.

(p) “Legislation” means all:

(i) acts, ordinances, regulations, by-laws, orders, awards and proclamations of the Commonwealth and New South Wales;

(ii) certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the supply of Goods and/or performance of the Services; and

(iii) requirements of any authority with jurisdiction in respect of the Goods and/or Services and/or the Site, as applicable.

(p) “Losses” means all liabilities, losses, damages, expenses, compensations, fines, penalties, charges and costs (including legal costs on a full indemnity basis and whether incurred or awarded) of any kind or nature however they arise and whether they are present or future, fixed or unascertained, actual or contingent and including any loss of Data, loss of profits, loss of revenue or loss of opportunity.

(r) “Order” means an order for Goods or Services issued by Calvary, in hard copy or electronic medium to the Contractor.

(s) “Personal Information” has the meaning given in the Privacy Act 1988 (Cth).

(t) “Price” means the price set out in the Order.

(u) “Privacy Laws” means

(i) Privacy Act 1988 (Cth);

(ii) Australian Privacy Principles contained in Schedule 1 to the Privacy Act 1988 (Cth); and

(iii) any other statute, regulation or law in Australia or elsewhere relating to the protection of personal information that a party must observe.

(v) “Product Recall” means any action taken by the original supplier or manufacturer of the Goods including the Contractor in response to any safety, performance or quality issues of any kind to recall any of the Goods, including the removal of a Good from supply or use (and including, if applicable where the Goods include therapeutic goods, any action taken following agreement together with or by the Therapeutic Goods Administration).

(w) “Prostheses List” means the schedule from time to time to the Private Health Insurance (Prostheses) Rules made under the Private Health Insurance Act 2007 (Cth).

(x) “Prostheses List Billing Code” means the relevant billing code for a device or product in the Prostheses List.

(y) “Registered Provider” has the meaning given to that term in the Aged Care Act 2024 (Cth) and in the case of Calvary means Calvary Aged Care Limited and Calvary Home Care Services Limited and any other Calvary entities that are notified to the Contractor as being Registered Providers from time to time.

(z) “Security Measures” includes all physical security, network security, logical access security, change and incident management security, computer operations security, business continuity planning security, communications security and personnel security measures that are reasonable for a highly reputable provider of goods and/or services similar to the Goods and/or Services as the case may be.

(aa) “Services” means the services specified in any Order to be provided by the Contractor.

(bb) “Site” means the places and facilities where the Goods are to be supplied and/or the Services (as applicable) are to be performed, as set out in the Order.

(cc) “Special Conditions” means any Special Conditions attached to these standard terms and conditions as Appendix A.

(dd) “Taxes” means all forms of taxation, duties, imposts and levies, whether of Australia or elsewhere, and any interest, surcharge, penalty or fine in relation to them.

(ee) “TG Act” means the Therapeutic Goods Act 1989 (Cth) and includes the Therapeutic Goods Regulations 1990 (Cth) and the Therapeutic Goods (Medical Devices) Regulations 2002 (Cth).

In this schedule:

(a) “Aged Care Code of Conduct”means the code of conduct that applies to Aged Care Workers, Responsible Persons and registered providers under Part 5 of Chapter 1 of the Aged Care Rules 2025 (Cth) as amended or replaced from time to time;

(b) “Aged Care Laws” means the Aged Care Act 2024 (Cth), the Aged Care Rules 2025 (Cth) and any associated regulations, principles and rules as amended or replaced from time to time;

(c) “Aged Care Worker” has the meaning given to that term in the Aged Care Act 2024 (Cth);

(d) “AHPRA” means the Australian Health Practitioner Regulation Agency;

(e) “Banning Order” means an order made by a relevant regulator banning a person or entity from engaging in funded aged care services, including an order made under sections 497 and 498 of the Aged Care Act 2024 (Cth) and includes an NDIS Banning Order;

(f) “Business Hours” means 9am to 5pm on a Business Day;

(g) “CHSP” means the Commonwealth Home Support Programme;

(h) “Client” means any resident or client of Calvary to whom the Contractor provides the Goods and/or Services under this Contract;

(i) “Compliance Requirements” means the requirements specified as the compliance requirements in Schedule 2 and any other requirements reasonably notified by Calvary to the Contractor;

(j) “NATSIFACP” means the National Aboriginal and Torres Strait Islander Flexible Aged Care Program;

(k) “NDIS Banning Order” has the meaning given in the Aged Care Act 2024 (Cth);

(l) “NDIS Exclusion Decision” has the meaning given in the National Disability Insurance Scheme Act 2013 (Cth) for the term "exclusion decision";

(m) “NDIS Clearance Decision” has the meaning given in the National Disability Insurance Scheme Act 2013 (Cth) for the term "clearance decision";

(n) “Police Certificate”, for a person, means a report about a person's criminal conviction record prepared

by:

(i) the Australian Federal Police; or

(i) the Australian Criminal Intelligence Commission; or

(i) an agency accredited by the Australian Criminal Intelligence Commission; or

(i)the police force or police service of a State or Territory,

(i) which is not more than 3 years old and does not record that the person has been convicted of murder or sexual assault or convicted of, and sentenced to imprisonment for, any other form of assault;

(o) “Priority 1 Reportable Incident” means a Reportable Incident:

(i) that has caused or could have caused a Client physical or psychological injury or discomfort that requires medical or psychological treatment to resolve; or

(ii) where there are reasonable grounds to report the incident to police; or

(iii) that involves unlawful sexual contact or inappropriate sexual conduct inflicted on, or the unexpected death or absence of, a Client.

(p) “Reportable Incident” means:

unreasonable use of force against a Client;

unlawful sexual contact, or inappropriate sexual conduct, inflicted on a Client;

psychological or emotional abuse of a Client;

unexpected death of a Client;

stealing from or financial coercion of a Client by an Aged Care Worker;

neglect of a Client;

inappropriate use of restrictive practices in relation to a Client (other than in accordance with the requirements of Aged Care Laws); or

unexplained absence of a Client in the course of delivering funded aged care services;

(q) “Suitability Requirements” means the suitability requirements in Part B of Schedule 2;

(r) “Worker Screening Checks” means any check required to comply with the Worker Screening Requirements; and

(s) “Worker Screening Requirements” means the requirements set out in Part A of Schedule 2.

2.1 The Contractor agrees and undertakes to comply with all of its obligations under the Aged Care Laws as an Associated Provider, including:

(a) providing Calvary with all relevant information so that Calvary may comply with its obligations under the Aged Care Laws, including any details of a change in circumstances in respect of the Contractor;

(b) taking reasonable steps to ensure that a Client's property is not damaged in the delivery of the Goods and/or Services.

2.2 The Contractor acknowledges that Calvary is responsible for the conduct of the Contractor as an Associated Provider under the Aged Care Laws. The Contractor must and must ensure its personnel, do not do anything which would cause or would likely cause Calvary to:

(a) contravene any Aged Care Laws;

(b) breach any of Calvary or Calvary's policies;

(c) breach any of its conditions of registration under the Aged Care Laws or cause the regulator to take any regulatory actions under Chapter 6 of the Aged Care Act 2024 (Cth) or any other action under that Act affecting Calvary's registration or ability to provide funded aged care services.

Calvary may become liable for the Contractor's breach of the Aged Care Laws in the course of providing the Goods and/or Services. The Contractor releases and indemnifies Calvary against any Loss arising out of any conduct which constitutes a breach of this Contract or the Aged Care Laws which causes Calvary to become liable under the Aged Care Laws.

In providing the Goods and/or Services, the Contractor must ensure that its personnel who supply the Goods and/or Services:

(a) comply with the Suitability Requirements;

(b) provide the Goods and/or Services in accordance with this Contract, including in accordance with all Aged Care Laws.

5.1 In addition to satisfying any requirements in relation to Worker Screening Clearances necessary to comply with this Contract, the Contractor must, at its expense, and for each of its personnel:

(a) comply with all Worker Screening Requirements, including under Aged Care Laws and including obtaining the Worker Screening Requirements for its personnel;

(b) take such steps as are reasonable or required by any Aged Care Laws to verify the validity and the authenticity of any Compliance Requirements, including reviewing the currency of any Worker Screening Checks to ensure that they are current and valid.

5.2 The obligation of the Contractor to obtain and review all applicable Compliance Requirements for its personnel must be satisfied prior to commencing any provision of Goods and/or Services under this Contract, and in respect of any personnel engaged by the Contractor after the date of this Contract, prior to that person providing any Goods and/or Services under this Contract.

6.1 The Contractor must ensure that it notifies Calvary immediately where any of the following occur in relation to any of its personnel who are Aged Care Workers:

(a) an NDIS Exclusion Decision is in force for the Aged Care Worker;

(b) their NDIS Clearance Decision is suspended;

(c) where the Aged Care Worker has a Police Certificate issued to comply with the Worker Screening Requirements:

(i) a conviction of murder or sexual assault;

(ii) a conviction of, and sentence to imprisonment for, any other form of assault;

(d) a health professional registration being subject to any suspensions or exclusions;

(e) where Goods and/or Services are being provided under CHSP and NATSIFACP:

(i) a conviction involving the death of a person;

(ii) a conviction and sentence to imprisonment for at least 1 year for a sex related offence (including sexual assault against an adult or child, child abuse material offences or an indecent act involving a child) or an offence involving dishonesty which is not minor.

7.1 The Contractor must:

(a) notify Calvary immediately in the event a member of its personnel is non-compliant with any applicable requirements under this Schedule;

(b) ensure that any personnel who do not comply with applicable requirements under this Schedule are not engaged in connection with the provision of Goods and/or Services;

(c) remove any personnel:

(i) who are, or become, non-compliant with this Schedule;

(ii) upon the request of Calvary; and

(d) if, in the reasonable opinion of Calvary, the work standard of any member of the Contractor's personnel is unsuitable, counsel that individual for poor performance and work cooperatively with Calvary to resolve Calvary's concerns.

8.1 The Contractor acknowledges that it and its personnel are persons to whom the Aged Care Code of Conduct may apply.

8.2 The Contractor must:

(a) comply with the Aged Care Code of Conduct;

(b) take reasonable steps to ensure its personnel are aware of and comply with the Aged Care Code of Conduct, to the extent relevant to them in their role; and

(c) ensure that its personnel understand their responsibilities under the Aged Care Code of Conduct and the potential consequence of non-compliance with the Aged Care Code of Conduct including the potential for a Banning Order and/or a civil penalty to be imposed as a result of a breach of the Aged Care Code of Conduct.

9.1 The Contractor must ensure that its personnel comply with all training and learning requirements reasonably required by Calvary to meet its obligations under this Contract and under all Aged Care Laws.

9.2 Calvary may require the Contractor and its personnel:

(a) to undertake training and the Contractor must ensure that it and its personnel complete such training as required by Calvary;

(b) to provide evidence that the Contractor and its personnel have complied with all of the training and learning required under clause 9.1, including without limitation, a statutory declaration from the Contractor confirming compliance with this obligation.

10.1 The Contractor must ensure that it and its personnel are not subject to any Banning Order that prohibits or restrict the Contractor or its personnel from being involved or engaging in providing Goods and/or Services to a Client.

10.2 The Contractor must notify Calvary immediately in the event it, or any of its personnel become subject to, or are being investigated in relation to, a Banning Order.

11.1 In addition to the records that are required to be kept by the Contractor under any other provision of this Contract, the Contractor must maintain adequate records relating to the performance of its obligations under this Contract and as reasonably required by Calvary, including (without limitation) the following:

(a) all details of the Contractor's personnel deemed Aged Care Workers under the Aged Care Laws, including:

(i) allegations of misconduct and actions taken, including any investigation;

(ii) evidence of the qualifications, skills or experience of the personnel (including any training or education completed by personnel);

(b) all records required under the Aged Care Laws relating to vaccination of its personnel;

(c) any other records required to be maintained by the Contractor under this Contract or the Aged Care Laws.

11.2 The Contractor must maintain all records referred to in this clause for a minimum period of 7 years and must make the records available for inspection by Calvary on request.

In addition to the Contractor's obligations under clause 11 of this Contract, the Contractor agrees that all Personal Information it collects in the course of providing the Goods and/or Services will be collected, retained, used and disclosed only in accordance with the Aged Care Laws.

13.1 The Contractor (including its personnel) must report any Reportable Incidents that occur in connection with the provision of the Goods and/or Services under this Contract to Calvary:

(a) as soon as possible upon becoming aware of an actual, alleged or suspected Priority 1 Reportable Incident;

(b) for any other Reportable Incident that is not a Priority 1 Reportable Incident:

(i) on the date the Contractor becomes aware of an actual, alleged or suspected Reportable Incident; or

(ii) as soon as possible on the following Business Day if the Contractor becomes aware of an actual, alleged or suspected Reportable Incident outside of Business Hours.

The Contractor must ensure its personnels’ compliance with this clause 13.

14.1 Where there has been a Reportable Incident, Calvary may do any or all of the following:

(a) investigate the Reportable Incident, in which case the Contractor must provide reasonable cooperation and assistance;

(b) require the Contractor to withdraw any personnel who are subject to or associated with any adverse allegation in relation to the incident from the delivery of Goods and/or Services under this Contract;

(c) report the allegation to a relevant disciplinary body; and

(d) report the allegation to police or other statutory authority.

14.2 Without limiting a party's obligations under this Contract, the parties will cooperate reasonably with each other and take all action necessary in relation to a Reportable Incident, to ensure the immediate safety and welfare of personnel and any Client.

15.1 The Contractor must ensure its personnel:

(a) are aware of and understand their roles and responsibilities in managing and responding to Reportable Incidents;

(b) comply with Calvary's incident management system and policy;

(c) undertake all appropriate training and education (provided by Calvary or otherwise) related to incident management which is required by Calvary;

(d) report all incidents to the Contractor within a reasonable time to enable the Contractor or Customer to determine whether the incident is a Reportable Incident and comply with its reporting obligations;

(e) escalate incidents to the Contractor's management so they can be appropriately managed; and

(f) document incidents in an incident management system.

16.1 The Contractor must:

(a) implement and maintain a complaints and feedback management system to capture, manage and report to Calvary any complaints or feedback relating to the Goods and/or Services provided under this Contract in accordance with the Aged Care Laws;

(b) report, and ensure its personnel report, all complaints and feedback regarding the Goods and/or Services provided under this Contract to Calvary as soon as possible;

(c) inform Calvary if it becomes aware of any allegations of improper conduct involving any personnel in connection with the provision of the Goods and/or Services provided under this Contract as soon as possible.

16.2 Without limiting a party's obligations under this Contract, the parties will cooperate with each other and take all action necessary in relation to feedback or a complaint, to ensure the immediate safety and welfare of personnel and any Client.

17.1 The Contractor must ensure that it and its personnel:

(a) comply with Calvary's whistleblowing policy and complaints and feedback management policy;

(b) understand their roles and responsibilities as Aged Care Workers in managing and dealing with disclosures made under the Aged Care Laws and in relation to Calvary's complaints and feedback management system; and

(c) undertake any relevant training or learning required by Calvary relation to whistleblowing or complaints and feedback.

17.2 Calvary may provide feedback and suggest measures to the Contractor and its personnel. Any such feedback provided to the Contractor must be communicated to its personnel who are deemed to be Aged Care Workers of Calvary.