Consulting services

1. About these terms

1.1 Application. These Standard Terms apply to consulting services provided by RADops Pty Ltd (ABN 34 697 360 115) (“RADops”) under a Scope of Works that refers to them. They form a binding contract between RADops and the client named in the Scope of Works (the “Client”) when the Client signs the Scope of Works or confirms its acceptance in writing, including by email.

1.2 Signed agreements. If RADops and the Client have signed a Consulting Services Agreement, that agreement applies to the Scope of Works instead of these Standard Terms.

1.3 Order of precedence. The Scope of Works forms part of the contract. If the Scope of Works and these Standard Terms are inconsistent, the Scope of Works prevails in relation to the description of the Services, Deliverables, timeline, Fees and payment schedule, and these Standard Terms prevail in all other respects unless the Scope of Works expressly states that it overrides a specified clause.

1.4 Other terms excluded. These Standard Terms apply to the exclusion of any terms in the Client’s purchase order, supplier portal or other documents, even if RADops acknowledges or processes that document.

1.5 Version. The version of these Standard Terms that applies is the version named in the Scope of Works. RADops may publish updated versions from time to time. An update does not change the terms of a Scope of Works the Client has already accepted. Every published version remains available at radops.com.au/terms.

2. Definitions

In these Standard Terms:

• Business Day means a day other than a Saturday, Sunday or public holiday in the Australian Capital Territory.
• Commencement Date means the commencement date set out in the Scope of Works or, if none is set out, the date the Client accepts the Scope of Works.
• Confidential Information means information of a party that is by its nature confidential or is marked or described as confidential, including patient and personal information, system credentials, pricing and business processes, but excluding information that is in the public domain other than through a breach of these Standard Terms.
• Deliverables means the reports, documents, configurations and other materials described as deliverables in the Scope of Works.
• Fees means the fees set out in the Scope of Works.
• Scope of Works means the document issued by RADops that describes the Services and refers to these Standard Terms, together with any variation agreed under clause 5.
• Services means the services described in the Scope of Works.

3. Services

3.1 RADops will provide the Services and Deliverables in accordance with the Scope of Works and these Standard Terms.

3.2 RADops will perform the Services with due care and skill, through appropriately qualified and experienced personnel, and in accordance with applicable laws.

3.3 Regulatory outcomes. Where the Services relate to accreditation, licensing, certification or other regulatory matters (including under the Diagnostic Imaging Accreditation Scheme, radiation safety legislation or ISO standards), RADops does not warrant that any accreditation, licence or certification will be granted or maintained. Those decisions rest with the relevant accrediting agency, regulator or certification body and depend on matters outside RADops’ control, including the Client’s own practices and records.

3.4 Timeframes. Timeframes in the Scope of Works are estimates made in good faith. RADops will notify the Client promptly if a timeframe is likely to be missed, and is not responsible for delay caused by the Client, its personnel or its other suppliers.

4. Client responsibilities

The Client will:

• (a) provide RADops with timely access to the systems, premises, information and personnel reasonably required to deliver the Services;
• (b) ensure that information it provides is accurate and complete, and acknowledges that RADops may rely on that information;
• (c) make decisions and give approvals promptly, through the representative named in the Scope of Works;
• (d) pay all third-party costs directly unless the Scope of Works states otherwise, including accrediting agency, regulator, licence, certification and software subscription fees; and
• (e) remain responsible for its own clinical, operational and regulatory obligations and for its own risk-acceptance decisions, including any decision not to act on a recommendation of RADops.

5. Variations

5.1 Either party may request a change to the Services, Deliverables or timeline by written notice to the other.

5.2 RADops will advise the effect of a requested change on the Fees and timeline. A variation is binding only once agreed in writing by both parties. Agreement by email is sufficient.

5.3 Work the Client asks RADops to perform that is outside the Scope of Works and has not been separately priced is charged at RADops’ standard hourly rate, as advised to the Client before the work starts.

6. Fees and payment

6.1 Fees. The Client will pay the Fees set out in the Scope of Works, whether charged hourly or at a fixed price. All amounts are in Australian dollars.

6.2 Expenses. Reasonable out-of-pocket expenses, including travel and accommodation outside the Australian Capital Territory, are charged at cost only where the Scope of Works provides for them or the Client has approved them in writing before they are incurred.

6.3 Invoicing. RADops will invoice in accordance with the Scope of Works. Where the Scope of Works does not set a schedule, hourly work is invoiced monthly in arrears and fixed-price work is invoiced on delivery of the relevant Deliverable.

6.4 Payment. Payment is due within 14 days of the invoice date.

6.5 Disputed invoices. If the Client disputes an invoice in good faith, it will notify RADops in writing with reasons within 7 days of the invoice date and pay the undisputed portion by the due date.

6.6 Late payment. If an amount remains unpaid 14 days after its due date, RADops may charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 4% per annum, and may suspend the Services on a further 7 days’ written notice until payment is received. Timeframes are extended by the period of any suspension.

6.7 GST. All amounts are exclusive of GST unless stated otherwise. GST will be added to invoices at the prevailing rate in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7. Personnel and subcontracting

RADops may engage a suitably qualified subcontractor to deliver or support the Services. Any subcontractor is bound by confidentiality and privacy obligations equivalent to those in these Standard Terms, and RADops remains responsible for delivery of the Services.

8. Confidentiality and privacy

8.1 Each party will keep confidential the Confidential Information of the other party, use it only for the purposes of the Scope of Works, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations, or where required by law.

8.2 In handling personal information in connection with the Services, RADops will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles and, to the extent they apply, state and territory health records legislation, including the Health Records (Privacy and Access) Act 1997 (ACT) and the Health Records and Information Privacy Act 2002 (NSW).

8.3 RADops will access patient and other personal information only to the extent necessary to perform the Services, and will not remove it from the Client’s systems except as the Scope of Works requires or the Client authorises in writing.

8.4 Each party will notify the other without undue delay on becoming aware of any actual or suspected unauthorised access to, or disclosure of, the other party’s Confidential Information, and will cooperate in any assessment required under the Notifiable Data Breaches scheme.

8.5 On completion or termination, each party will return or destroy the other party’s Confidential Information in its possession, except to the extent retention is required by law.

9. Intellectual property

9.1 Each party retains ownership of its pre-existing intellectual property.

9.2 Deliverables created by RADops specifically for the Client become the property of the Client on payment of the relevant Fees.

9.3 RADops retains ownership of its general tools, templates, methods, scripts and know-how. To the extent these are embedded in Deliverables, the Client has a perpetual, non-exclusive, royalty-free licence to use them for its internal business purposes.

10. Relationship and insurance

10.1 RADops is engaged as an independent contractor. Nothing in these Standard Terms creates a relationship of employment, partnership, joint venture or agency between the parties, and RADops has no authority to bind the Client.

10.2 RADops will maintain professional indemnity and public liability insurance appropriate to the Services while the Services are being delivered, and will provide certificates of currency on reasonable request.

11. Limitation of liability

11.1 Neither party is liable to the other for indirect or consequential loss, loss of profits, loss of revenue or loss of data, however arising.

11.2 Each party’s total aggregate liability arising out of or in connection with a Scope of Works is limited to the Fees paid or payable under that Scope of Works. This limit does not apply to the Client’s obligation to pay Fees.

11.3 Each party’s liability is reduced to the extent that the other party, or its personnel or other suppliers, caused or contributed to the loss.

11.4 Nothing in these Standard Terms excludes or limits any liability that cannot be excluded or limited by law, including under the Australian Consumer Law.

12. Termination

12.1 Either party may terminate a Scope of Works by giving thirty (30) days’ written notice.

12.2 Either party may terminate a Scope of Works immediately by written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.

12.3 On termination, the Client will pay RADops for Services performed up to the effective termination date: hourly work at the applicable rate, fixed-price work in proportion to the work completed, and any approved expenses incurred or committed.

12.4 On receipt of that payment, RADops will deliver to the Client any Deliverables completed or in progress at the termination date.

12.5 Clauses 6, 8, 9, 11, 12, 14 and 17 survive completion or termination.

13. Non-solicitation

While the Services are being delivered and for six (6) months afterwards, neither party will, without the other party’s written consent, solicit or engage any employee or subcontractor of the other party who was materially involved in the Services.

14. Dispute resolution

If a dispute arises, senior representatives of each party will meet and attempt in good faith to resolve it within fourteen (14) days of written notice of the dispute. If the dispute is not resolved, the parties will refer it to mediation administered by the Resolution Institute before commencing court proceedings, except where urgent interlocutory relief is sought. Each party bears its own costs of the mediation and half the mediator’s costs.

15. Force majeure

Neither party is liable for delay or failure to perform (other than an obligation to pay money) caused by events beyond its reasonable control, provided it notifies the other party promptly and uses reasonable endeavours to mitigate the effect.

16. Notices

Notices must be in writing and may be given by email to the addresses named in the Scope of Works or otherwise nominated in writing. A notice sent by email is taken to be received when the sender’s system records successful transmission, unless the sender receives a delivery failure notification.

17. Governing law

These Standard Terms are governed by the laws of the Australian Capital Territory, and the parties submit to the non-exclusive jurisdiction of the courts of that territory.

18. General

18.1 Entire agreement. The Scope of Works and these Standard Terms constitute the entire agreement between the parties in relation to the Services and supersede all prior proposals and arrangements, whether written or oral.

18.2 Assignment. Neither party may assign its rights without the written consent of the other party, which will not be unreasonably withheld.

18.3 Severability. If any provision is void or unenforceable, it is severed and the remainder continues in force.

18.4 Waiver. A failure or delay in exercising a right does not operate as a waiver of that right.