(a) By accepting our PO, you agree to be bound by these T&Cs and to provide the Deliverables in accordance with these T&Cs. If we negotiate and sign a separate agreement for you to provide the Deliverables, that agreement prevails over these T&Cs to the extent of any inconsistency. Otherwise these T&Cs are the entire agreement between us concerning the Deliverables and they override, replace and supersede any other terms you provide to us (including any provided with your quotes or invoices, or on your website or online forms).
(b) All Deliverables must: conform with all our specifications, requirements, descriptions and timeframes, including those in our PO; be free from defects, fit for purpose and of acceptable quality; and provided to the highest professional standards and in accordance with best industry practice.
(c) You must get our written consent before you subcontract any parts of the Deliverables, or novate or assign this PO. You are responsible for all acts or omissions of your subcontractors, and personnel as if the acts or omissions were yours. You, your personnel and your subcontractors must:
(i) have the skills, qualifications and experience to provide the Deliverables to us, and exercise due skill, care and diligence at all times when providing the Deliverables to us;
(ii) comply with all Laws and RMIT Policies when providing the Deliverables to us, and not do (or omit to do) anything that causes us to breach any Law or RMIT Policy;
(iii) without limiting the preceding clause, you must do all things reasonably required and provide all reasonable assistance to us to ensure we comply with child safety Laws (including by providing current working with children and police checks on our request);
(iv) not do (or omit to do) anything that could harm or adversely affect our name, interests or reputation, or bring us into disrepute; and
(v) comply with all reasonable directions and requirements we give regarding the Deliverables.
We reserve the right to cancel the PO without any reason at any time by notifying you. If we cancel the PO, we will pay your reasonable direct costs of providing or preparing to provide the Deliverables to us, which you have used best endeavors to mitigate. If we reasonably determine that any Deliverables do not comply with our requirements, without limiting our rights under these T&Cs or under Law we can, at our sole discretion:
(a) reject the Deliverables and require you to repay the Fee to us;
(b) accept the Deliverables and require you to indemnify us for our losses suffered because of that failure; or
(c) reject the Deliverables and require you to re-supply them to us at your expense.
(a) We will pay the Fees within 30 days of receiving a valid tax invoice from you provided that:
(i) unless we specify otherwise in the PO or agree in writing, you have fully supplied all Deliverables to us;
(ii) you have provided the Deliverables to our satisfaction and in accordance with the PO and these T&Cs; and
(iii) we have not disputed your tax invoice or any other aspect.
(b) The Fees are in full satisfaction of any applicable workplace entitlements for you, your personnel and your subcontractors under Law (including payroll tax, superannuation and workers’ compensation insurance premiums, if any).
(c) The Fees are fixed and inclusive of all costs, expenses, taxes or other duties (including value added tax (VAT) and withholding tax, if applicable) unless we agree to a written variation signed by an authorised representative. Unless expressly stated, all consideration and amounts payable under these T&Cs are inclusive of VAT and withholding tax, if applicable. You agree that we shall deduct an amount equivalent to the withholding tax, if any, and pay the withholding tax on your behalf in accordance with the Law.
(d) We may set-off any payment owed to you, against sums you owe us.
You, your personnel and your subcontractors must: keep confidential any information in connection with the PO and these T&Cs, including but not limited to the Deliverables which is (or would reasonably be regarded as) confidential to us, and only use or disclose that information for the purposes of providing the Deliverables or with our prior written consent; and comply with all Laws in relation to any personal information you obtain in connection with providing the Deliverables to us, and ensure that any person authorised to access that personal information agrees to comply with equivalent obligations to this clause.
In the case that information must be disclosed in accordance with the Law, you warrant to notify us immediately of this disclosure, including disclosed information, the disclosed person and measures that you have taken to ensure the information disclosed are as limited as possible.
To the extent permitted by Law, you indemnify us against all claims, actions, proceedings, losses, damages, liabilities and expenses we suffer or incur arising out of or incidental to:
(a) your breach of these T&Cs, including any representation or warranty;
(b) our use of any Deliverables, including where our use of a Deliverable infringes a third party’s intellectual property rights; and
(c) your negligent or wrongful acts or omissions, or your personnel and sub-contractors.
(a) Unless we notify you in writing, you must have and maintain the following insurance policies: (i) public liability insurance for at least VND170,000,000,000; (ii) workers’ compensation insurance required by Law; (iii) where relevant to the Deliverables, professional indemnity insurance for at least VND170,000,000,000; (iv) insurance for all equipment and materials used (if any) for the provision of the Deliverables; and (v) any other insurance required by Law.
(b) To the extent permitted by Law, we are not liable for any special, indirect, consequential, incidental, or economic losses, or loss of profits, revenue, goodwill, bargain, anticipated savings, opportunity or data; whether in contract, statute or otherwise; and whether foreseeable or not; and our maximum aggregate liability to you arising out of or in relation to these T&Cs is limited to the total value of the Fees.
(c) Title to, and risk in, any physical Deliverables passes to us on our acceptance of the Deliverables, which, in our discretion, may occur when we have determined that the Deliverables comply with our requirements and this PO.
(d) Subject to any separate agreement signed by us with you:
(1) you retain ownership of your prior or background intellectual property (IP); and
(2) you agree to transfer all IP in the Deliverables, or generated by you in the course of providing the Deliverables, to RMIT on their delivery. You warrant the IP in or associated with the Deliverables does not infringe any party’s rights, and you have full authority and consents to transfer the IP to us. You warrant you have obtained all necessary consents including those regarding moral rights, to enable our full use and exploitation of the IP.
If you are the trustee of a trust, you warrant that:
(a) the trustee is liable under these T&Cs in its personal capacity and as trustee;
(b) the trust is duly constituted and validly existing;
(c) the trustee has the full legal capacity, power and authorisation under the trust deed to own, manage, administer, transfer, deal with and otherwise dispose of the trust property, and to be bound by these T&Cs personally and on behalf of the trust;
(d) if necessary, the trustee’s agreement to these T&Cs has been approved by the beneficiaries;
(e) the trustee has the right to be fully indemnified out of the trust property in relation to any debts or liabilities arising in connection with these T&Cs;
(f) the rights or interests of the beneficiaries to or in the trust property are subject and subordinate to the creditors of the trust, including our claims against you; and
(g) we may proceed against the trust property to recover amounts owed to us.
We may subject to the Modern Slavery Act 2018 (Cth) and at our request, you will cooperate and provide us with all information and assistance required by us to comply with this legislation. You will, and will ensure your personnel and your Supply Chain Participants: comply with Human Rights; notify us within 10 days of becoming aware of any actual, alleged or suspected breach of this clause by you, your personnel or your Supply Chain Participants; and cooperate with and assist us in relation to any investigation or legal proceedings regarding any actual or suspected breach under this clause.
This clause applies to the extent any part of the Deliverables is covered by the Labour Hire Law. You warrant that you and your personnel are licensed to provide labour hire services under the Labour Hire Law; and by providing the Deliverables, it is not for a purpose of avoiding or circumventing the Labour Hire Law. You must, at your own cost comply, and ensure your personnel comply, with the Labour Hire Law; provide evidence of you and your personnel’s licences under the Labour Hire Law (including licence numbers); cooperate and assist us in relation to any audit, investigation or legal proceedings in relation to the Labour Hire Law; ensure that any subcontracts entered into by you with your personnel impose obligations on its them which are at least equivalent to the obligations imposed on you under this clause. You must immediately notify us in writing: if you become aware of any actual, alleged or suspected breach of the Labour Hire Law by you or your personnel or any investigation related to you or your personnel by the competent labour authority; and if you or your personnel’s licence under the Labour Hire Law is suspended, restricted, cancelled or revoked.
(a) A party will not be liable for delays or failures in performing its obligations under these T&Cs to the extent to which they are, in RMIT’s reasonable opinion, beyond the control and without the fault or negligence of the relevant Party due to the Force Majeure and provided that, in the case of you, you have used your best endeavors to minimize any delays or failures.
(b) You must notify RMIT any anticipated delays or failure to perform your obligations under these T&Cs within 24 hours of occurring the Force Majeure and take all reasonable measures to restore normal conditions.
(c) In the event of an excusable delay or failure of performance by you due to a Force Majeure event, RMIT will be entitled to obtain from elsewhere, for the duration of such delay or failure, the Deliverables and to reduce proportionally, and without any obligation to you, the quantity of the Deliverables from you under these T&Cs and accordingly reduce proportionally the amount payable therein. RMIT reserves the right to terminate the PO signed with you at any time because of your delay or failure of performance due to a Force Majeure event and buy the replaced Deliverables from any third party at RMIT's sole decision.
If a dispute arises out of or in connection with the PO and/or these T&Cs, then either party must provide to the other party a notice of the dispute in writing identifying and providing details of the dispute.
Despite the existence of a dispute, each party must continue to perform its obligations under the PO and these T&Cs (except that RMIT will not be obliged to pay any disputed invoice). The existence of a dispute will not prejudice RMIT’s rights to terminate the PO and these T&Cs for any reason.
Within 10 Working Days of a notice of dispute, a representative of RMIT and you must meet and, in good faith, attempt to resolve the dispute.
If the dispute is not resolved within 10 Working Days of a notice of dispute for whatever reasons, the parties agree to endeavour to settle the dispute by arbitration by the Vietnam International Arbitration Center (VIAC) in accordance with its applicable arbitration rules. The arbitral tribunal shall consist of 03 arbitrators, of which each party shall select 01 arbitrator and 02 arbitrators selected by the parties shall elect a third arbitrator to act as chair of the arbitral tribunal. The arbitral decision shall be final and binding on the parties concerned. The language of the arbitration shall be English and the applicable law shall be the Vietnamese laws. The place of arbitration is Ho Chi Minh City, Vietnam.
These T&Cs are governed by the laws of Vietnam. A reference to VND in the PO and these T&Cs is to Vietnam currency. If any part of these T&Cs is or becomes invalid, at our option, that part is severed or read down; and doesn’t affect the validity of the remaining parts. Nothing in these T&Cs makes you our employee, partner, agent, or other representative. A waiver has to be in writing and signed. We don’t waive a right if we fail to exercise it or delay exercising it.
“Vietnam Anti-Human Trafficking Law” means Law No. 66/2011/QH12 on human trafficking prevention and combat of Vietnam and its amendment from time to time.
Deliverables mean the goods and/or services described in the PO or otherwise provided by you to RMIT.
Fees means your fees for providing the Deliverables to us.
Force Majeure means any of the events which occurs in an objective manner which is not able to be foreseen and which is not able to be remedied by all possible necessary and admissible measures being taken, including but not limited to policy and law change, competent authorities’ decisions, riots, wars, strike, punitive actions, embargoes, floods, earthquakes, typhoons, lockdown, contagious disease, or other natural calamities.
Human Rights means rights and freedoms that have been universally recognised in international law, domestic law or international declarations or standards which relate to the rights of employees in the workplace including but not limited to those that are set out in The Universal Declaration of Human Rights, The International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the Vietnam Anti-Human Trafficking Law.
Labour Hire Law means the Labour Code or any Laws and regulations which regulates for providers of labour hire in Vietnam.
Law means all documents, instruments, regulations legally issued by the competent authorities of Vietnam.