1. In these Terms:
1.1 “Credit Application” means the credit application form to which these Terms are annexed (if applicable);
1.2 “Customer” means the purchaser of the Goods and/or Services detailed in the Invoice;
1.3 “Event” means the event at which the Supplier will provide the Event Services to the Customer;
1.4 “Event Services” means the event health services and first aid to be provided by the Supplier to the Customer, as set out in the Invoice;
1.5 “Goods” means the goods to be supplied by the Supplier to the Customer as detailed in the Invoice and includes any part or parts thereof;
1.6 “GST” has the meaning given in section 195-1 of A New Tax System (Goods and Services Tax) Act 1999 (Cth);
1.7 “Invoice” means the invoice issued by the Supplier to the Customer which details the Goods and/or Services and the Price to which these Terms are annexed (if applicable);
1.8 “PPSA” means the Personal Property Securities Act 2009 (Cth);
1.9 “Price means the total amount payable for the Goods and/or Services as detailed in the Invoice, including applicable GST, and cost of delivery to the Customer;
1.11 “Services” means the services to be provided by the Supplier to the Customer (which may include Training and Event Services), as set out in the Invoice;
1.12 “Supplier” means St John Ambulance Australia SA Inc ABN 42 947 425 570; and
1.13 “Training” means the training services to be provided by the Supplier to the Customer, as set out in the Invoice;
2. These Terms will apply to the supply of Goods and/or Services despite any conflicting terms proposed by the Customer, unless waived in writing by the Supplier.
3. If the Customer comprises more than one party, each party is jointly and severally bound by these Terms.
Supply of the Goods
4. The Supplier agrees to supply the Goods and the Customer agrees to purchase the Goods on these Terms.
5. The Supplier will provide the Services to the Customer at the:
5.4 quantity; and
5.5 manner, as specified in the Invoice or otherwise agreed (verbally or in writing) by the parties.
6. The Supplier will perform the Services in a competent and professional manner and in accordance with these Terms.
7. The Customer will ensure that the Supplier has access to all sites and buildings as required by or necessary for the Supplier to undertake the Services.
8. Upon arrival at the training venue at the agreed time, the Supplier representative will attempt to commence the Training on time. If there are no attendees present, the Supplier will do all that is reasonably possible to contact a responsible representative of the Customer or its agent at the venue to assemble the required attendees. If the session is not able to commence within 30 minutes of the designated time, the Supplier’s responsibility for delivery of the Training will be deemed to have been fulfilled.
9. In the event that the representative of the Supplier conducting the Training is delayed in his or her arrival at the training venue for any reason or is unable to attend at the designated venue at the designated time, the Supplier will contact the Customer or its agent as soon as possible and, if necessary, the Training will be rescheduled at no additional cost to the Customer.
10. The Customer acknowledges and agrees that Training will be provided by the Supplier in accordance with the Roles and Responsibilities Policy and the Customer will comply with its obligations pursuant to the Roles and Responsibilities Policy. The Customer acknowledges and agrees that it will ensure that all participants in Training are aware of their obligations pursuant to the Roles and Responsibilities Policy prior to their participation in the Training.
11. To receive a full refund of the Price in respect of Training, the Customer must request a cancellation to the Supplier on 1300 360 455 at least five business days prior to the commencement of the Training. Requests to cancel Training made less than five business days prior to the commencement of the Training will not be entitled to a refund.
12. The Supplier reserves the right to cancel Training at any time. If this occurs, the Customer will be notified prior to the commencement of the Training and will be given the opportunity to reschedule the Training or obtain a refund.
13. The Customer may reschedule a booking for Training once at no charge, providing that the Customer gives the Supplier at least 48 hours’ notice. Any subsequent rescheduling will incur a $50.00 (or any other amount as reasonably determined by the Supplier) administration fee. No refund will be given to the Customer after a rescheduling of Training has been granted.
14. The Supplier reserves the right to determine, in its absolute discretion, how its members and resources will be allocated at each Event. The Supplier will endeavor to meet any special requirements that are made by the Customer at the time of booking an Event and will notify the Customer where possible if such special requirements cannot be achieved.
15. The Customer acknowledges that in the event of any emergency requiring the attendance of members of St John, St John may direct its members to attend at such emergency at any given time. This is irrespective of whether the St John members are already in attendance at an Event and irrespective of whether the Event can continue with their absence.
16. The Supplier will only provide the Event Services in accordance with the St John Ambulance Clinical Practice Guidelines. The Customer acknowledges and agrees that if the Customer requires treatment of a patient(s) at an Event that is outside the scope of the St John Ambulance Clinical Practice Guidelines, the Supplier will be unable to treat the patient and the Customer will assume full responsibility for the complete care of that patient(s) at the Event.
17. The scope and limit of engagement of the Supplier remains strictly within the confines of the Event.
17.1 The South Australian Ambulance Service will be contacted if transportation to hospital is required, at the determination of St John Ambulance's team on site in conjunction with the patient.
18. The Customer acknowledges and agrees that it may be necessary to halt or delay an Event to facilitate the safe treatment of a patient(s) at the Event or otherwise.
19. The Customer agrees that they will provide a suitable area for the Supplier’s members to provide first aid, or as an alternative, a suitable site for the positioning of a St John mobile treatment post at the Event. Any reasonable costs or expenses incurred by the Supplier in erecting a treatment post may be charged to the Customer by the Supplier.
20. If the Event is cancelled, the Customer must advise the Supplier in writing by 1630 hours on the last business day prior to the Event. If the Customer fails to notify the Supplier within the specified timeframe, the Supplier may recover from the Customer all reasonable costs and expenses incurred by the Supplier as a result of the Event Services not being able to be performed.
21. If an Event is cancelled due to inclement weather, the Supplier may elect to waive payment of the Price, provided that the Customer notifies the Supplier at least two hours prior to the commencement of the Event. Any such waiver is at the absolute discretion of the Supplier.
22. The Customer agrees that an accepted quote warrants the supplier to provide the services for only the specified duration and scope:
22.1 Any additional time will result in additional charges in 15 minute increments.
22.2 Changes that impact the risk profile of the event, or alterations to attendance numbers may result in changes to the deployment of the Supplier and increase the final Event fee.
23. The customer acknowledges and agrees that a minimum booking fee of 3 hours applies to each Event.
24. Unless otherwise agreed by the Supplier in writing, all Invoices must be paid in full within 14 days of the date of issue of the Invoice.
25.1 the Supplier may charge the Customer $50.00 (or any other amount as reasonably determined by the Supplier) administrative fee if an Invoice is not paid in accordance with these Terms; and
25.2 the Customer will pay on an indemnity basis all reasonable collection costs and expenses, including but not limited to legal costs and any other expenses incurred by the Supplier in connection with the recovery of the overdue amount(s).
26. If payment of the Price in respect of Goods is not made by the Customer in accordance with these Terms, the Customer acknowledges and agrees that the Supplier has the right (without prejudice to any other rights and remedies it may have) to recover, remove and/or resell the Goods. For that purpose, the Supplier’s employees, agents or workers may without notice enter any place the Supplier believes the Goods to be without committing a trespass.
27. The Supplier will have no obligation to make good any damage caused by the recovery or removal of Goods as contemplated in clause 26 and the Supplier will not be liable for and the Customer will indemnify the Supplier against any costs, claims, damages or losses suffered by the Customer as a result of such removal.
28. The Supplier warrants that it will maintain appropriate levels of insurance with a reputable Insurer that provides adequate coverage for the services required by the Supplier at the Event.
Title and Risk
29. In relation to all Goods:
29.1 title in the Goods will not pass to the Customer until the Price is paid in full;
29.2 risk in the Goods will pass to the Customer immediately upon delivery to or collection of the Goods; until the Supplier receives full payment of the Price, the provisions of clause 27 apply and the Supplier has the right (without prejudice to any other rights and remedies it may have) to recover, remove and/or resell the Goods free from any claims by the Customer in accordance with clause 23; and
29.3 the Customer will indemnify the Supplier against any costs, claims, damages or losses suffered by the Supplier or a third party as a result of the Customer’s inability to pay the Price for the Goods.
30. In relation to all Goods, if the Customer has not paid the Price but sells or otherwise disposes of the Goods or any part of them, the monies received in respect of the disposal of the Goods will be held on trust by the Customer for the Supplier and will be payable immediately to the Supplier.
Personal Property Securities Act 2009 (Cth) (“PPSA”)
31. Where the Supplier has supplied Goods to the Customer but where title in the Goods has not yet passed to the Customer, the Customer acknowledges and agrees that:
31.1 these Terms constitute a Security Agreement for the purposes of the PPSA;
31.2 the Customer will grant the Supplier a purchase money security interest (“PMSI”) under the PPSA in the Goods and their proceeds to secure all amounts owed to the Supplier by the Customer;
31.3 the Supplier may register the PMSI on the Personal Property Securities Register (“PPSR”);
31.4 it will undertake to do all things necessary and provide the Supplier on request all information the Supplier requires to register a financing statement or financing change statement on the PPSR;
31.5 it undertakes not to change its name in any form or other details on the PPSR without first notifying the Supplier; and
31.6 it will, if required by the Supplier, pay to the Supplier the cost of registering and maintaining registration of the Customer’s
31.7 PMSI on the PPSR, within 14 days of the request.
31.8 The Supplier need not give any notice under the PPSA (including a verification statement or a financing change statement) unless the notice is required by the PPSA and cannot be excluded.
31.9 No party may disclose information of the kind referred to in section 275(1) of the PPSA (except where the parties may do so and where required due to the operation of section 275(1) of the PPSA (except where the parties may do so and where required due to the operation of section 275(7) of the PPSA) and the Customer must not authorise the disclosure of such information.
31.10 The Customer appoints the Supplier as its attorney to sign in the Customer’s name all documents which the Supplier considers necessary to enforce and to protect its rights under these Terms.
31.11 The Customer agrees that to the maximum extent permitted by law, it waives any rights it may have pursuant to, and the parties contract out of, sections 95, 118, 123, 125, 128, 129, 130, 132(1), 132(4), 135, 142 and 143 of the PPSA.
31.12 The Customer acknowledges that unless otherwise defined in these Terms, the terms and expressions used in this clause 27 have the meanings given to them, or by virtue of, the PPSA.
32. To the maximum extent permitted by law, the Customer will indemnify and will continue to indemnify the Supplier against any liability, loss, damage, claim, action, demand, costs, or expenses incurred or suffered by the Supplier, including, but not limited to:
32.1 any breach of these Terms;
32.2 any breach of any laws by the Customer;
32.3 any act or omission (negligent or otherwise) by the Customer; or
32.4 any action or trespass resulting from the Supplier entering the
32.5 location in accordance with clause 23.
33. These limitations and indemnities continue after the expiration or termination of these Terms.
34. These Terms may be terminated at any time by mutual agreement between the parties.
35. These Terms may be immediately terminated by the Supplier if:
35.1 the Customer is in breach of these Terms and fails to remedy that breach within 7 days of receiving notice to do so;
35.2 the Customer fails to pay any amount outstanding to the Supplier after receiving 7 days’ prior notice that the amount is outstanding, including, but not limited to, a reminder notice, letter of demand or like notification;
35.3 the Customer becomes bankrupt or insolvent.
35.4 Upon termination of these Terms, all outstanding amounts due to the Supplier by the Customer will become immediately due and payable by the Customer.
36. To the maximum extent permitted by law,
36.1 the Customer must not return Goods to the Supplier without the prior written authorisation of the Supplier; and
36.2 the Supplier’s liability in respect of defective Goods is limited to the re-supply of the defective Goods to the Customer or refund of the Price paid by the Customer for the Goods.
37. These Terms are to be governed and interpreted in accordance with the laws of the State of South Australia. The parties agree to submit themselves to the non‑exclusive jurisdiction of the courts of South Australia and any competent appellate courts.
38. Any notice to be given by one party to the other must be signed by the party giving the notice or by one of its duly authorized officers. The notice may be faxed to the intended recipient’s facsimile number or e-
mailed to the intended recipient’s e-mail address. The notice will be deemed to have been received by the intended recipient upon receipt by the sender of a successful facsimile transmission answerback or in the case of e-mail, on the day of transmission provided that the sender is able to give evidence of transmission and the intended recipient does not give evidence of non-receipt.
39. Neither party is responsible for any failure to perform its obligations under this contract if it is prevented from, or delayed in, performing those obligations by an event of force majeure.
40. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence, the party affected was unable to prevent. The event or circumstance includes, but is not limited to;
40.1 an act of God including earthquake, flood, fire, explosion, landslide, lightning, action of the elements, force of nature, washout, storm or storm warning or natural disaster;
40.2 strike, lockout, boycott, work ban or other labour dispute or difficulty;
40.3 war or acts of war, whether war be declared or not;
40.4 epidemics, pandemics and acts of government; and
40.5 acts of terrorism, civil disturbance, blockade, embargo, sabotage, insurrection, riot or malicious damage, but excludes:
40.6 hardship due to currency fluctuation; and
40.7 change in market conditions or market prices.
41. Where, by reason of a Force Majeure Event, a Party is delayed in performing, or is unable, wholly or in part, to perform, any obligation under this Contract, and that Party:
41.1 gives the other Party prompt, written notice of that Force Majeure Event including reasonable particulars, and, in so far as known, the probable extent to which it will be unable to perform, or be delayed in performing that obligation; and
41.2 uses reasonable endeavours to remove, or mitigate the effects of, that Force Majeure Event as quickly as possible, that obligation is suspended so far as it is affected by the Force Majeure Event during the continuance of that Force Majeure Event and that Party will be allowed a reasonable extension of time to perform its obligations.
42. If, after 30 days, a Force Majeure Event has not ceased, the Parties must meet in good faith to discuss the situation and endeavour to achieve a mutually satisfactory resolution to the problem.
43. The privacy of the Customer’s personal information is important to the Supplier. The Supplier is committed to respecting the Customer’s right to privacy and protecting the personal information provided by the Customer in the Credit Application or as part of the provision of the Services. The Supplier is bound by the Australian Privacy Principles in the Privacy Act 1988 (Cth).
44. The Customer acknowledges that any personal information or credit related personal information collected by the Supplier is subject to the Supplier’s
46.1 the purposes for which the Customer’s personal information is collected;
46.2 the consequences if the Customer’s personal information is not provided to the Supplier;
46.3 the third parties to which the Supplier discloses the Customer’s personal information;
46.4 how the Customer may seek access or correction of their personal information;
46.5 whether the Customer’s personal information is likely to be disclosed to overseas entities and in which countries; and
46.6 how the Customer can complain about a breach of the Supplier’s obligations in respect of the Customer’s personal information and how such a complaint will be dealt with.