Terms of Trade

Last updated August 2024

 

These Terms govern the supply of any Services ordered by you on the myQAP portal.  By enrolling in a Program, you acknowledge and agree to accept and be legally bound by these Terms.

 

1    Definitions and interpretation

1.1 Definitions

In these Terms, the following words have the meanings set out below:

  1. Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday in the place where an act is to be performed or a payment is to be made.
  2. Confidential Information means all data and information disclosed to the Customer relating to the RCPAQAP’s business, Programs, Products or services, including its business plans or activities, its employees or officers, pricing,  marketing and sales information, financial information, surveys and product lines, and any other information which the Customer either has been informed is, or might reasonably expect to be, confidential information of the RCPAQAP.
  3. Country of Destination means the country specified in the Customer address as provided in the myQAP Portal or such other address agreed between the RCPAQAP and the Customer in writing.
  4. Claim means any demand, claim, action, or proceeding.
  5. Commercial Invoice means a record of a shipment which customs officials use to calculate duties and taxes and to clear that shipment.
  6. Customer or Participant means the person or entity who enrols in a Program.
  7. Data Analysis Assessment Criteria Handbook means the handbook accessible through the myQAP Portal that provides Customers with information regarding procedures and policies for data analysis, assessment criteria and report interpretation across all pathology disciplines.
  8. Delivery Date means the date on which a Product is delivered to the Point of Delivery.
  9. Dispute means a dispute arising between the RCPAQAP and the Customer in relation to the Services.
  10. Enrolment Certificate means the certificate issued by the RCPAQAP to the Customer which confirms the Customer’s enrolment in a Program.
  11. Enrolment Year means 1 January to 31 December.
  12. Fees means the fees payable by the Customer to the RCPAQAP in consideration for the provision of the Services, as set out in the “Enrolments” tab in the myQAP Portal.
  13. Force Majeure Event means any of the following events:
    – act of God;
    – war, terrorism, riot, insurrection, vandalism or sabotage;
    – strike, lockout, ban, limitation of work or other industrial disturbance; or
    – law, rule or regulation of any government or governmental agency, and executive or administrative order or act of general or particular application; which:
    – is unforeseen by the RCPAQAP;
    – is beyond the control of the RCPAQAP; and
    – occurs without the fault or negligence of the RCPAQAP.
  14. Foreign Country of Destination means a Country of Destination which is not Australia.
  15. Incoterms® 2020 means International Commercial Terms, which are published by the International Chamber of Commerce.
  16. Intellectual Property Rights includes any:
    – copyright, design, patent, trademark, semiconductor, circuit layout (whether registered, unregistered or applied for);
    – trade, business, company or domain name;
    – know-how, inventions, processes, confidential information (in any form); and
    – and any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields; whether registered, pending or unregistered.
  17. Insolvency Event means any event under which the Customer:
    – becomes insolvent, enters into administration or liquidation (or provisional liquidation), is wound up or has a controller appointed;
    – is subject to any arrangement, assignment, moratorium or composition;
    – is protected from creditors under any statute;
    – is dissolved;
    – is subject to an application or order (passed or proposed), or any other action taken, which is preparatory to or may result in any of (a), (b), (c) or (d) above; or
    – is otherwise unable or is deemed to be unable to pay its debts when they fall due.
  18. Invoice means an invoice for the Fees.
  19. Loss means any damages, losses, costs, charges, interest, penalties, fees, fines, forfeitures, assessments, liabilities and expenses of any kind and however arising (including as a result of any claim), including any that are prospective or contingent and any amounts which for the time being are not ascertained or ascertainable, and whether based in contract, statute or otherwise.
  20. myQAP Portal means the RCPAQAP myQAP Customer portal, which may be accessed via the following link: https://myqap.rcpaqap.com.au/login.
  21. Participant Handbook means the handbook accessible through the myQAP Portal that provides information regarding the responsibilities of the RCPAQAP and the Customer as a Participant in a Program.
  22. Personal Information has the meaning given to that term in the Privacy Policy.
  23. Personnel means, in relation to the RCPAQAP or the Customer (as the case may be), that party’s officers, employees, agents and contractors.
  24. Point of Delivery means the address of the Customer as provided in the myQAP Portal or such other address agreed between the RCPAQAP and the Customer in writing.
  25. Privacy Policy means the RCPAQAP’s privacy policy accessible at https://rcpaqap.com.au/privacy-policy-2019/ , as amended from time to time.
  26. Product Catalogue means the catalogue accessible on the Website that contains information regarding Programs for a particular Enrolment Year.
  27. Products means all handbooks, data management software, surveys, samples, slides, USBs, reports, clinical case studies or other material or information relating to a Program supplied to the Customer by the RCPAQAP as part of the Services.
  28. Program means a quality assurance program or module offered by the RCPAQAP, details of which are set out in the Product Catalogue.
  29. The RCPAQAP means The Royal College of Pathologists of Australasia Quality Assurance Programs Pty Limited ACN 003 520 072.
  30. Services means the Products and ancillary expertise supplied by the RCPAQAP to the Customer in relation to a Program in which the Customer is enrolled, details of which are set out in the Product Catalogue.
  31. Survey Close Date means the date that participation in a survey ends, as specified in the relevant Program materials.
  32. Survey Open Date means the date that participation in a survey commences, as specified in the relevant Program materials.
  33. Terms means this document.
  34. Website means the RCPAQAP website available at https://rcpaqap.com.au/ or such other link as advised from time to time.

2 Services

2.1 The RCPAQAP agrees to supply the Services and the Customer agrees to purchase the Services from the RCPAQAP in accordance with these Terms.

3 Enrolment

3.1 To enrol in a Program, a person or entity must follow the enrolment instructions on the myQAP Portal. The instructions set out how to select a relevant Program, generate an Invoice and finalise the enrolment.  On enrolment in a Program, the person or entity will be a Customer.

3.2 Some Programs may only permit enrolment by Customers in certain locations as some samples may not be sufficiently stable to be shipped to all Countries of Destination. This is to ensure that samples are suitable for testing once they have been delivered to a Customer. Please refer to the RCPAQAP’s Shipping Exclusions webpage for more information via the following link https://rcpaqap.com.au/exclusions/ .

3.3 Enrolment in Programs which require that Products be delivered to the Customer prior to commencement of the Program will be open until the date which falls two weeks prior to the Survey Open Date. RCPAQAP cannot guarantee that any enrolments received by the RCPAQAP after this date will be able to be enrolled as the samples may not be able to be shipped in sufficient time.  Survey Open Dates and Survey Close Dates are made available in the “Program Calendar” in the myQAP Portal prior to the commencement of a new Enrolment Year.

3.4 Once the Customer has completed its enrolment through the myQAP Portal, the RCPAQAP will provide the Customer with a copy of the Invoice. A copy of the Invoice will also be made available to the Customer in the “Invoices” tab on the myQAP Portal.

3.5 The RCPAQAP will issue an Enrolment Certificate to the Customer once the Customer has finalised its enrolment for a Program through the myQAP Portal and paid the Invoice in full. A copy of the Enrolment Certificate will be made available to the Customer in the “Certificates” tab of the myQAP Portal.

3.6 If a quotation for a Program is issued to a person or entity by the RCPAQAP, it will be in Australian dollars. Such a quotation will be valid for a period of 30 Business Days from the date of issue.

4 Delivery

4.1 Where the Country of Destination is Australia, the RCPAQAP will arrange for the Products to be delivered to the Point of Delivery.

4.2  Unless otherwise agreed in writing between the RCPAQAP and the Customer, the RCPAQAP will determine the carrier, packaging, method of transport and route for delivery of any Products, and coordinate deliveries with packagers, carriers and distributors to minimise transit times and meet Product stability requirements. The choice of carrier may depend on whether the samples include biological samples or human specimens.

4.3 The RCPAQAP will determine Delivery Dates. Any dates specified by the RCPAQAP for delivery of the Products are estimates only. Time for delivery will not be made of the essence by notice. The RCPAQAP will use its reasonable endeavours to notify the Customer if a date specified for delivery changes. If no dates are so specified, delivery will be within a reasonable time.

4.4 The Customer is responsible for obtaining and maintaining any permits, licenses or authorisations required to transport and deliver the Products to the Point of Delivery.    Products which are classified as dangerous goods may require special permits.

4.5 The RCPAQAP will email the Customer’s nominated primary contact (Primary Contact) a shipment notification to enable the Customer to track the Products to the Point of Delivery.

4.6 The Primary Contact must respond to information requests (made by email or phone call) from carriers, and in respect of deliveries to a Foreign Country of Destination, customs officials, as soon as possible. If the Primary Contact fails to respond, or is delayed in responding, to such requests:
– the delivery of the Products to the Customer may be delayed, in which case the Products may become damaged or defective and may not be able to be replaced;
–  the Customer may be required to pay additional fees incurred for the storage, management, disposal or return of the Products; and
– the Customer may fail to receive the samples in time to be able to submit their results in the Program prior to the Survey End Date, in which case the Customer will not be entitled to a refund or replacement in respect of the Services, despite not being able to participate in the Program.

5 Delivery to a Foreign Country of Destination

5.1 The terms which govern the delivery of Products supplied in accordance with these Terms to a Foreign Country of Destination are the DAP Incoterms® 2020. By accepting these Terms, the Customer agrees to its responsibilities under the DAP Incoterms® 2020.

5.2 Without limiting clause 4.3, up to 10 Business Days should be allowed for the international delivery of Products via air service.

5.3 Without limiting clause 4.3, delivery of Products may be delayed if the Customer has not established an account with its local carrier to bill duties and taxes directly.

5.4 Without limiting clause 4.4, the Customer is responsible for obtaining and maintaining any customs clearance documentation required to transport and deliver the Products. If the Customer chooses to submit any clearance documentation once it receives a shipment notification from the RCPAQA by email, deliveries may be pre-cleared, which may reduce transit time. If a delivery is unable to be delivered to the relevant Point of Delivery due to the Customer’s failure to respond to correspondence and information requests from the RCPAQAP or its shipping partners, submit customs clearance documentation or pay related duties fees, the Customer will be liable for any costs associated with replacement and redistribution of the Products being delivered.

5.5 A Commercial Invoice may be affixed to a delivery containing Products. A Commercial Invoice will not be affixed to a shipment containing Products where the Country of Destination is approved as a paperless trade country. The Customer may ask the relevant carrier to send it a copy of the Commercial Invoice for that shipment by forwarding the shipment notification it receives from the RCPAQAP to the carrier nominated in the shipment notification email.

5.6 The RCPAQAP declares all shipments at a nominal value.

6 Return of Products

6.1 The Customer must arrange for Products to be returned to the RCPAQAP if the Program in which it is enrolled so requires. The following Programs require the Customer to return Products to the RCPAQAP:
–  Anatomical Pathology;
–  Programs in Molecular Genetics; and
–  Programs in Cytopathology,

(Returnable Products).

6.2 The Customer may find instructions on the return of Products in the “Survey Instructions” for each respective Program, which are located in the myQAP portal on the “Result Entry” tab.  These instructions may vary depending on the Program and items to be returned to RCPAQAP.

6.3  The Customer is responsible for preparing and providing a signed and dated copy of a declaration of goods for the Returnable Products, to the courier selected pursuant to clause 11.10, for inclusion in the delivery to the RCPAQAP.

7 Title to the Products

7.1 Returnable Products are the property of the RCPAQAP at all times. Title in those Products does not pass to the Customer. For the duration of the provision of the Services in respect of such Products, the Customer is granted a personal, non-exclusive, limited, non-transferable, non-sublicensable licence or sublicence to use such Products solely in relation to the Program in which it is enrolled.

7.2 The Customer has no right to sell, assign, transfer, copy, modify or sub-license the use of the Returnable Products, which must be returned to the RCPAQAP in accordance with clause 6.1.

7.3 For all Products other than the Returnable Products, title in those Products passes to the Customer on the later of:
–  delivery of the Product to the Customer; or
–  payment of the Fee for the Program in which the Product relates.

8 Inspection of Products and defective Products

8.1 The Customer must inspect the Products on the Delivery Date.  Proof of delivery will constitute proof of inspection unless otherwise notified by the RCPAQAP.

8.2 Given the short expiry date of some Products, and to the full extent permitted by law, Claims against the RCPAQAP for a shortage of Products, or incorrect, defective or damaged Products must be made within 5 Business Days of the Delivery Date, otherwise the Customer waives its right to make such a Claim and must pay for the Products in accordance with these Terms.

8.3  If a Customer makes a Claim regarding incorrect, damaged or defective Products in accordance with clause 8.2, evidence of the issue (such as a photograph in cases of damage) must be provided.

9 Changes to and cancellations of enrolments in a Program

9.1  A request for a change to, or the cancellation of, a Customer’s enrolment in a Program must be made using the “Requests” tab in the myQAP Portal.

9.2  Requests to change or cancel a Customer’s enrolment in a Program and the extent to which a refund of the applicable Fees paid will be given, are subject to approval by the RCPAQAP, at its absolute discretion.

9.3  Requests which are not submitted in accordance with clause 9.1 will not be considered and the full amount of the Fees will remain payable by the Customer.

9.4 The Customer will be liable for any costs associated with a request for a change or cancellation of an enrolment which is accepted by the RCPAQAP.

9.5 Refunds will not be considered:
–   if Products have been dispatched by the RCPAQAP; or
–   for cancellations made after June 30 in the relevant Enrolment Year, even if Products have not yet been dispatched.

9.6 Following cancellation of an enrolment, access to Program documents including reports and Invoices issued prior to the date of cancellation will be provided for a minimum of four (4) years.

10 Passing of risk

10.1 Risk of damage to, or loss of, any Products passes to the Customer upon delivery at the Point of Delivery.

10.2 If the RCPAQAP is unable to deliver the Products to the Point of Delivery because the Customer refuses to accept any Products that are not damaged, defective or incorrect and are otherwise delivered in accordance with these Terms, or because the Customer has not provided necessary instructions, documents, permits, licenses or authorisation, the RCPAQAP may store the Products until delivery in which case the Customer will be liable for all related costs and expenses (including without limitation, storage and insurance).

10.3 Where a Product is not delivered to the Point of Delivery (Non-Delivery) and this Non-Delivery was not the result of the actions or omissions (as the case may be) of the Customer, the liability of the RCPAQAP for Non-Delivery of a Product is limited to replacing the Product within a reasonable time or issuing a credit note, at the RCPAQAP’s discretion.

11 Fees

11.1 The Customer must pay the Fees in accordance with these Terms upon receipt of a valid tax Invoice from the RCPAQAP.

11.2 Unless otherwise stated on the relevant Invoice, all Fees are in Australian dollars and are exclusive of all taxes, duties and levies including GST where applicable, which will be payable in addition to the Fees. All Fees are exclusive of the cost of return postage, which will be payable by the Customer in addition to the Fees where Products must be returned to the RCPAQAP in accordance with clause 6.1.

11.3 The Customer must pay Fees via the payment methods specified on the Invoice.

11.4 Subject to clauses 11.8 and 11.9, handling, transport and delivery costs are included in the Fees.

11.5 The Customer must pay an additional charge for deliveries which require dry ice.

11.6 In accordance with the DAP Incoterms® 2020, the Customer is responsible for import duties, taxes and customs clearance. The delivery of Products which are classified as dangerous goods may incur additional importation charges set by the Country of Destination.

11.7 Pro-rata Fees may apply on enrolments made during the current Enrolment Year at the discretion of the RCPAQAP. Any pro-rata Fees will be calculated according to the number of Products remaining to be supplied in the relevant Program for the current Enrolment Year.

11.8 The RCPAQAP reserves the right to charge the Customer an additional fee to recover the costs incurred by the RCPAQAP in satisfying any special handling, transport or delivery requirements notified or requested by the Customer and agreed to by the RCPAQAP.

11.9 Where the Customer requires split deliveries, the Customer is liable for any additional handling, transport and delivery costs incurred as a result of the Customer’s requirement.

11.10 Where Returnable Products must be returned to the RCPAQAP in accordance with clause 6.1, the Customer must pay for the cost of returning the Products to the RCPAQAP. The Customer must arrange for such Returnable Products to be returned to the RCPAQAP by DHL, UPS or FedEx and in accordance with any RCPAQAP guidelines published from time to time. The Customer will receive a non-participation report if it fails to comply with the RCPAQAP guidelines on the return of Products and this failure prevents the RCPAQAP from making an assessment of the technical proficiency of the Customer where such assessment is a requirement of the relevant Program.

11.11 Without limiting clause 16.3, the RCPAQAP will not be liable for any Loss caused by any breach of clause 11.10 by the Customer except to the extent that RCPAQAP caused or contributed to the breach.

12 Payment

12.1 The Customer must pay the Fees to the RCPAQAP in Australian dollars (unless the RCPAQAP specifies otherwise in the Invoice) within thirty (30) days from the date of the Invoice.

12.2 The customer may not withhold payment of any amount payable to the RCPAQAP because of any set-off, counter-claim, abatement or any other deduction except in the case of withholding due to a genuine dispute notified to RCPAQAP (in which case any undisputed portion must be paid).

12.3 A person or entity is not enrolled in a Program and entitled to the Services until payment of the Fees in full has been received and an Enrolment Certificate is issued by the RCPAQAP.

12.4 Without limiting any other right of the RCPAQAP, if the Customer fails to comply with its obligations under this clause 12, the RCPAQAP is at any time entitled to:
–   cancel or suspend the Services;
–   vary or withdraw the Customer’s credit at its discretion; and
–   withhold access to all reports, certificates and online submission of results until the outstanding Invoice or amount is paid.

 

13 Duties and obligations of the Customer

13.1 The Customer acknowledges and agrees that:
–   it will read and comply with the Participant Handbook;
–   it will read and, if necessary, ask questions of the RCPAQAP to ensure it understands the Data Analysis Assessment Criteria Handbook;
–   it will at all times exercise all reasonable precautions to ensure that no person is exposed to risks to their health and safety in relation to their use of the Products. For more information, please refer to the RCPAQAP Handling of Proficiency Testing Materials;
–   to the extent that the Services involve the handling and use of toxic or hazardous reagents and chemicals or potentially infectious substances, they will only be handled by persons who are properly qualified and have the skills and experience to handle such substances;
–    it will at all times use the Services solely for the purposes of quality assurance; and
–   it will comply with all reasonable requests of the RCPAQAP in relation to the Services.

 

14 Indemnity

14.1 Without limiting any other rights the RCPAQAP may have, the Customer indemnifies the RCPAQAP against all Loss arising directly or indirectly as a result of or in connection with any:
–   breach by the Customer or its Personnel of any of the Customer’s obligations under these Terms;
–   cancellation of any of the Services by the Customer; and
–   any negligent act or omission of the Customer or its Personnel,
–   except to the extent that such Loss:
–   is caused by any negligent act on the part of the RCPAQAP or its Personnel, or
–   is caused by any failure by the RCPAQAP to comply with these Terms.

 

15 Warranties

15.1 To the full extent permitted by law, except for any representations or warranties contained in these Terms, the RCPAQAP makes no other representations or warranties to the Customer, express or implied, regarding any matter.

15.2 Each of the parties represents and warrants to the other that:
–   it has the full power, authority and right to enter into these Terms and perform its obligations under these Terms;
–   its compliance with these Terms will not infringe the rights of any third party; and
–   its obligations under these Terms are valid and binding and enforceable against it in accordance with these Terms.

15.3 The RCPAQAP represents and warrants to the Customer that:
–   it is licensed, registered and qualified under relevant laws, regulations, policies and administrative requirements to provide the Services;
–   the RCPAQAP and its Personnel will provide the Services with due care, diligence and skill, in good faith and in a professional and effective manner in accordance with the Participant Handbook and the Product Catalogue;
–   all Services provided by the RCPAQAP will conform to any description of the Services in the Product Catalogue; and
–   all Products will be reasonably fit for the intended purpose.

15.4 The Customer represents and warrants to the RCPAQAP that:
–   it is a knowledgeable and experienced purchaser of goods and services similar in nature to the Services; and
–   it is relying solely on its own expertise and judgment with respect to its participation in the Programs.

15.5To the full extent permitted by law, the RCPAQAP will not be liable to the Customer for a breach of any of its warranties in this clause 15 or otherwise under these Terms and the Customer agrees to release the RCPAQAP from any such liability if the liability arises because:
–   the Customer makes use of defective Products or Services after it is notified of such defects;
–   the Customer failed to follow the RCPAQAP’s oral or written instructions as to the storage, installation, commissioning or use of the Products or Services or, if there are none, any relevant industry standards or practices; or
–   the Customer alters or repairs any Products or Services without the prior written consent of the RCPAQAP.

 

16 Limitation of Liability

16.1 Despite any other clause in these Terms, and except to the extent that the liability cannot by law be limited or excluded:
–   the total aggregate liability of the RCPAQAP and its Personnel to the Customer arising under or in connection with these Terms or the performance or non-performance of, or anything incidental to, these Terms is limited to the Fees received by the RCPAQAP from the Customer in respect of the Services; and

neither party will be liable to the other party for:
–   any indirect or consequential Loss; or
–   any loss of profit, loss of business, loss of opportunity, depletion of goodwill or any interruption to the other party’s business, arising out of or relating to a breach of these Terms by the relevant party.

16.2 The RCPAQAP cannot control the delivery and transit process. The RCPAQAP will not be liable to the Customer if, notwithstanding its reasonable endeavours, there is a delay in delivery of the Services or the Products.

16.3 Where legislation implies into these Terms any condition or warranty that cannot be restricted or modified, the RCPAQAP’s liability for any breach of such conditions or warranties or for any damaged or Defective Products will be (to the full extent permitted by law) limited to, at the option of the RCPAQAP (exercised in its reasonable discretion):
–   the replacement of the Products, the repair of the Products, or the supply of an equivalent product similar to the Products; or
–   repayment of the Fee or part of the Fee relating to the Services affected or payment of the costs of obtaining similar services to the Services from a third party.

16.4 Nothing in these Terms has the effect of excluding or limiting any statutory provision (including a provision of the Competition and Consumer Act 2010 (Cth), where to do so would contravene that statute.

 

17 GST

17.1 In this clause 17:
–   GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations; and
–   words or expressions used in this clause which have a particular meaning in the GST law (as defined in the GST Act), any applicable legislative determinations and Australian Taxation Office public rulings, have the same meaning, unless the context otherwise requires.

17.2 Unless GST is expressly included, the consideration to be paid or provided under any other clause of these Terms for any supply made under or in connection with these Terms does not include GST.

17.3 To the extent that any supply made under or in connection with these Terms is a taxable supply, the GST exclusive consideration to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time as the GST exclusive consideration is to be paid or provided.

 

18 Termination

18.1 The RCPAQAP may terminate the provision of the Services with immediate effect by notice to the Customer if the Customer:
–   commits a material breach of any of these Terms and fails to remedy such breach within 14 days of written notice from the RCPAQAP specifying the breach and requiring it to be remedied; or
–   is subject to an Insolvency Event.

18.2 The expiry or termination of these Terms does not affect any payment obligation arising before the date of expiry or termination.

18.3 On expiry or termination of these Terms and the provision of the Services, the RCPAQAP will be and remains:
–   entitled to payment for all Invoices issued in respect of Fees that have become due and payable prior to or on the date of expiry or termination; and
–   entitled but not obliged to repurchase from the Customer at their Invoice value all or any part of the Products then held by the Customer.

18.4 Clauses 6, 7, 10, 11.4,  13, 14, 15, 16, 18, 18.4, 19, 20, 22.2 and 22.6 and any other obligations which by their nature survive expiry or termination of the Services, will, to the extent necessary to give them effect, survive expiry or termination.

 

19 Confidentiality and Intellectual Property Rights

19.1 The Customer acknowledges that, by virtue of these Terms, it may receive or become aware of Confidential Information and agrees that all Confidential Information is provided or has been obtained under an obligation of strict confidence to the RCPAQAP as being proprietary, confidential or a trade secret of the RCPAQAP.

19.2 The Customer must only use Confidential Information in relation to the Program and must not disclose any Confidential Information to any person other than to its Personnel to the extent necessary for fulfilment of its rights and obligations under these Terms.

19.3 This clause 19 does not apply to any information which is generally available to the public (other than as a result of the wrongful disclosure by the Customer) or is required to be disclosed by any applicable law.

19.4 The Customer acknowledges that all Intellectual Property Rights in the Services belongs to, or has been licensed, to the RCPAQAP and the Customer does not by virtue of these Terms obtain any interest in those Intellectual Property Rights.  The Customer agrees that it will make no Claim for ownership of any Intellectual Property Rights in the Services.

 

20 Privacy

20.1 The collection, use and disclosure of Personal Information provided by a Customer in connection with the Services is governed by the Privacy Policy.

20.2 The RCPAQAP will:
–   comply with the provisions of the Privacy Act 1988 (Cth), the General Data Protection Regulation (GDPR) or such other data protection laws as may be in force from time to time which regulate the collection, storage, use and disclosure of Personal Information under these Terms; and
–   take reasonable precautions to protect the Personal Information from misuse and loss and from unauthorised access, modification or disclosure.

 

21 Notices

21.1 Any notice required or permitted to be given under these Terms must be in writing and may be delivered personally, by pre-paid post or by electronic mail to:
–   in the case of the Customer- to the Customer’s address recorded in the myQAP Portal; or
–   in the case of the RCPAQAP – the RCPAQAP’s address recorded in the Participant Handbook.

21.2 Notices sent by post will be deemed to be received 3 clear Business Days after posting. Notices sent by electronic mail will be deemed to be received immediately except where the sender receives notification that the transmission did not complete (whether in whole or part).  Where a notice is sent by e-mail after 5 PM (in the place of transmission) it will be deemed to be received on the next Business Day following transmission.

22 Miscellaneous

22.1 Each of the parties’ obligations under these Terms will be suspended for the duration of any Force Majeure Event (except for any obligation to pay money) to the extent that the relevant party is prevented by the Force Majeure Event from performing its obligations. The parties must each use their reasonable endeavours to reduce the impact of any Force Majeure Event.

22.2 Any indulgence granted by the RCPAQAP to the Customer and any failure by the RCPAQAP to insist upon strict performance of these Terms will not be deemed a waiver of any of the RCPAQAP’s rights or remedies nor be deemed a waiver of any subsequent default by the Customer.

22.3 The invalidity, illegality or unenforceability in whole or in part of any clause will not affect the validity of the remainder of such clause or these Terms. Such clause or part of any such clause is severed from these Terms and the rest of the Terms remains in force and is enforceable.

22.4 The Customer must not assign or novate any of its rights or obligations under these Terms without the RCPAQAP’s prior written consent, which may be subject to any conditions which the RCPAQAP in its absolute discretion imposes.

22.5 These Terms constitute the entire agreement between the RCPAQAP and the Customer relating to the Services and will supersede all other prior written agreements.   The parties’ duties, obligations and liabilities will be limited to those expressly provided in these Terms and no other duties, obligations and liabilities will be implied, except as required by law.

22.6 These Terms are governed by the laws in force in New South Wales and the Commonwealth of Australia.  The RCPAQAP and the Customer submit to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia.