Terms and Conditions of Use

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1. Engagement

1.1. JPS Audit has provided, as attached to these terms and conditions (T&C’s), a proposal for the Services as set out in the Schedule page (Proposal) specifying, amongst other things, the scope of the Services and an estimate of the Fee involved in providing those Services to you.

1.2. For the avoidance of doubt, JPS Audit will provide You with recommendations in accordance with the regulatory body, being the NDIS.  

1.3. These T&C’s form part of the Proposal as if incorporated into the Proposal(together the Agreement).

1.4 . JPS Audit does not represent that it will provide any services unless they are included in the Agreement.

1.5. Where the Customer is a company or corporate trustee of a trust, the Customer must procure from its directors as natural persons to be a personal Guarantor under this Agreement.

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2. Acceptance

2.1. You accept the Agreement by:

     (a) accepting the Proposal and these T&Cs;

     (b) signing the Execution Page of this Agreement;

     (c) paying any monies specified in the Proposal to JPS Audit;

     (d) or accepting the terms via oral, written, or electronic communication.

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3. Term

3.1. This Agreement is for the period set out in the Proposal (Term).  

3.2. Where a retainer is in place, JPS Audit will notify you prior to the expiration of this term at which time you will have an option to renew the retainer for a further fee specified in the Proposal.

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4. Definitions

4.1. ‘Agreement’ means this document consisting of binding terms and conditions agreed between the parties including written and agreed amendments

4.2. ‘Client’ means the organization receiving the service of JPS Audit Specialists under this agreement  

4.3. ‘Client’ means the organization receiving the service of JPS Audit Specialists under this agreement  

4.4. ‘JAS-ANZ’ means Joint Accreditation System of Australia and New Zealand –the accreditation body who approves quality auditors for the NDIS

4.5. ‘Issuing CAB’ means the Conformity Assessment Body that previously issued a valid certification  

4.6. ‘Accepting CAB’ means the Conformity Assessment Body selected by the client to accept transfer of a valid certification

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5. Supply of Services – Our Obligations  

5.1. JPS Audit will:

​     a) perform all Services with due skill, care and diligence during the Term;

     b) ensure it has the expertise, resources and capacity to perform all of its obligations under this agreement;

     c) ensure any information provided by You is not used for any other purposes other than what is set out in this Agreement; and

     d) comply with all statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the Services.

5.2. JPS Audit will not be required to provide any Services where You fail to make payments or authorize payments to JPS Audit in accordance with this Agreement.

5.3. JPS Audit only provide a recommendation, the success or failure of an audit is decided by the regulatory body, being the NDIS. For the avoidance of doubt, JPSAudit is not liable for failing an audit. If nonconformances are found you will have the ability to have a follow up the audit prior to the final recommendation. JPSAudit Specialists will issue an addendum for this to occur.

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6. Supply of Services – Your Obligations  

6.1. To enable JPS Audit to comply with their obligations, You must:

     a) provide JPS Audit with all details and information about Your business or personal circumstances (as the case may be) with transparency and honesty;

     b) provide relevant materials and as much assistance as may reasonably be required by JPS Audit in connection with the performance of the Services;

     c) provide JPS with a safe working environment (where on-site is required), including advance notice of any risks or hazards

     d) advise JPS on any issues, adverse incidents, or complaints concerning the service provided to NDIS participants

     e) not do anything that might prejudice JPS Audit’s integrity or reputation, or the Services provided by JPS Audit.

6.2. You must advise JPS Audit immediately if there is any change in circumstances which will or may impact the Services. JPS Audit reserve the right to terminate this Agreement if the change means that JPS Audit, in JPS Audit’s reasonable opinion, cannot complete the Services.  

6.3. You must advise the NDIS Commission directly if there is any change in circumstances which may impact the JPS Audit Service, this may include but not limited to, changes in scope or registration groups.

6.4. Where a transfer of certification is required;

     a) only a valid certificate (not expired, suspended, or withdrawn) can be transferred

     b) all major non-conformities must be closed out prior to the transfer. Any minor non-conformities must have an agreed Corrective Action Plan

6.5. As an ongoing requirement of JPS’ accreditation, the client acknowledges that:

     a) An assessor from JAS-ANZ may attend, as an observer, onsite audits for the purpose of witnessing the procedures of JPS as the auditors of the client; and

     b) An assessor from JAS-ANZ may, upon notice to the client, undertake a validation of any audit performed by JPS with a visit to the client’s site (sometimes on short notice) and the client undertakes to cooperate with the requirements of JAS-ANZ in connection with any such validation visit

6.6. The client must make, in connection with any audit (including any audit witnessed or conducted by JAS-ANZ), all necessary arrangements related to:

     a) Access to relevant equipment, locations, and personnel

     b) The participation of observers (if applicable)

6.7. The client must correct any misleading statements made in connection with its registration status

6.8. The client shall not use its registration status in such a manner as to bring the NDIS Commission into disrepute and does not make any statement regarding its

registration that the NDIS Commission may consider misleading or unauthorized

6.9. In the case of a suspension, withdrawal, or termination of registration, the client must discontinue the use of all advertising material that contains any reference thereto and takes action as required by the NDIS Commission

6.10. If the client provides copies of the registration documents to others, the documents shall be reproduced in their entirety

6.11. In making reference to its registration status in communication media such as documents, brochures or advertising, the client complies with the requirements

of the NDIS Commission

6.12. The client must keep a record of all complaints made known relating to the compliance with registration requirements and to make these records available to JPS when requested, and:

     a) Takes appropriate action with respect to such complaints and any deficiencies found in the servicer that affect compliance with the requirements for registration;

     b) Documents the actions taken

6.13. The client complies with any requirements that may be prescribed in the NDIS relating to the use of marks of conformity

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7. Fee and Payment

7.1. The fees payable for the Services are the amounts set out in the Schedule (Fee). You agree to pay JPS Audit in accordance with these Terms and Conditions,

as specified in the Proposal.

7.2. Upon payment of the deposit, JPS Audit will begin works immediately. JPS Audit will secure your audit date upon payment of its final invoice. Upfront full payment also accepted as agreed.

7.3. JPS Audit are not required to provide a refund of the Fee (or any part thereof) where You change your mind about retaining the Services. At JPS Audit Specialists’ discretion You remain obliged to pay JPS Audit for all Services provided, but for which JPS Audit have commenced preparatory work.

7.4. You provide JPS Audit with authority to undertake a credit check as JPS Audit deems necessary.

7.5. JPS Audit may, at its absolute discretion, require payment in advance for the provision of the Services.

7.6. In the event that the quote for the Services was provided more than six (6) months before the confirmation of audit date/ of the Services, JPS Audit reserves

the right to update the quote.

7.7. If the there are changes to the scope of Services or registration groups during the process, then JPS Audit Specialists reserve the right to provide an addendum

to reflect these changes.

7.8. If a follow up audit is required this will be quoted as an addendum

8. GST  

8.1.  If applicable, Goods and Services Tax (GST) will be listed on any invoice issued by JPS Audit.

9. Failure to Pay

9.1. In the event You fail to make payment in accordance with clause 6, JPS Audit may do any of the following:

     a) Withhold the final report and reserve the right to not upload the report to the Commission until all monies are paid;

     b) Apply a penalty interest rate of 2% per annum more than the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic) on all overdue monies;

     c) Apply a late fee where specified in the Proposal;

     d) Rely upon Your equity in any Secured or caveated asset by JPS AUDIT to make payment for outstanding monies under this Agreement;

     e) Terminate this Agreement in accordance with clause 9 or otherwise refuse to provide further Services.

9.2. You will be liable to pay for any additional costs that arise as a result of or in connection to your failure to pay under this clause, including any reasonable legal costs incurred by JPS Audit.

9.3. Should JPS Audit terminate this Agreement or refuse to provide any Services due to Your failure to make payment, JPS Audit will not be liable for any injury, loss or damage incurred by You or any third party.

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10. Termination

10.1. JPS Audit may terminate this Agreement immediately on notice to You if:

     a) You are in breach of this Agreement and have failed to remedy the breach within 10 business days of receiving written notice of default to remedy the breach;

     b) You breach a material term of this Agreement which is incapable of remedy;

     c) You are unable to perform your obligations under this Agreement;

     d) Where You are a body corporate:

          i) There is an act of insolvency, or the body corporate becomes insolvent;

          ii) any officer is charged with or found guilty of a criminal offence;

          iii) any officer or employee conducts themselves in a way that brings JPS Audit into disrepute; any officer or employee commits fraud or is alleged to have           committed any impropriety in their financial dealings.

10.2. Upon termination of this Agreement:

     a) Any fee, expense or disbursement payable by You becomes immediately due and payable to JPS Audit.

     b) Each party retains the rights it has against the other party in relation to any breach of this Agreement by the other party that arose prior to or in connection with termination.

     c) Neither party may represent that they remain directly or indirectly associated with the other party.

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11. Indemnity and Limitation of Liability  

11.1. You acknowledge responsibility and any liability arising from the decisions You make in relation to your business or personal circumstance; which decisions relate to or arise from the Services are solely Yours.

11.2. To the extent permissible at law, JPS Audit shall not be liable for any defect, loss, damage (whether direct or indirect) or costs (including legal costs) suffered by You or any third party which may be caused or partly caused by or arises in connection with the provision of the Services.

11.3. You indemnify JPS Audit for any expenses, including legal costs incurred arising from or in connection with any default by You in the payment of any part of the Services, or any other money due and payable by You to JPS Audit pursuant to this Agreement.

11.4. JPS Audit’s supply of the Services under this Agreement may be subject to the Australian Consumer Law Schedule 2 of the Competition and Consumer Act 2010 (Cth) (ACL). Where this applies, JPS Audit makes no representation to limit any statutory rights, warranties, guaranties or remedies afforded by the ACL.

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12. Delays and Cancellations

12.1. If the performance of the Services is delayed by any cause beyond JPS Audit control, JPS Audit will notify You in writing of the cause of the delay and the anticipated extent of the delay. In the event of such a delay, JPS Audit will be entitled to a reasonable extension of the agreed timeline. This includes delays caused by the effect of COVID-19 on the operations of JPS Audit’s office or the authorities that JPS Audit must liaise with during the provision of the Services.

12.2. In the event that the Services are cancelled or rescheduled by providing:

     a) less than Four (4) Business Days the following fees will apply:

          i) $1,000 (plus GST) cancellation or rescheduling fee for all Provisional, Certification and Midterm Audits;

          ii) $250 (plus GST) cancellation or rescheduling fee for all Verification and Follow up audits;

          iii) pro-rata calculation of the Fee to be charged based on the Services completed to date, for the avoidance of doubt, the prorata calculation of the Fee will apply to audits cancelled on the day; and

          iv) any remaining works to be completed on the rescheduled date will be deducted from the initial proposal or amended (if required).

     b) less than 2 weeks notice but greater than four business days, a fee of $250 (plus GST) will apply.

     c) greater than 2 weeks notice, there is no fee required.

12.3. For the avoidance of doubt, if an audit is cancelled, JPS Audit is not required to provide you with a report. Any part of the audit completed is null and void. Any subsequent audit will be completed from the start on Your rescheduled date and a report will only be provided upon the completion of the audit.

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13. Contact

13.1. Where you have any queries regarding this Agreement or JPS Audit’s Services, please contact Paul Davies.

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14. Notice

14.1. A notice or other communication to a party must be made in writing and delivery to that party or that party’s practitioner in one of the following ways:

     a) Delivered personally; or

     b) Posted to their address when it will be treated as having been received on the third business day after posting; or Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

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15. Privacy and Confidential Information

15.1. You agree to provide JPS Audit with all necessary confidential information, including any records, correspondence or documents as reasonably required by the Company for the purpose of performing the Services.

15.2. Confidential information will be collected and stored by JPS Audit as needed to perform our Services or as required by law. JPS Audit may use or retain your confidential information to comply with our policies, legal obligations, resolve disputes and enforce our agreements.

15.3. Confidential information received by the Company in the course of providing the Services to You will not be disclosed to any third party other than as required in accordance with this Agreement.

15.4. Each party has a positive obligation to ensure that to the extent it shares information with any third party, it is compliant with all relevant privacy and data protection laws and regulations

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16. Dispute Resolution

16.1. In the event that You are not satisfied with the Services provided by Us, please follow the steps outlined in Our Complaints Policy, which can be found on Our website.

16.2. In the event of a dispute between JPS Audit and You, the aggrieved party must provide the other party with written advice detailing the grievance. Within 14 days of such notice, both parties agree to engage in good faith discussions to resolve the dispute.

16.3. If a dispute remains unresolved 3 months after service of the notice of dispute, both parties agree to escalate the matter to JASANZ for mediation.

16.4. If JASANZ is unable to resolve the dispute, both parties commit to participate in formal mediation via a mutually agreeable and independent mediator or, if the parties cannot agree on a mediator, through the Department of Justice Dispute Settlement Centre Victoria (or any body that replaces it.) The parties agree to bear the costs of the mediator equally.

16.5. Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

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17. Counterparts

17.1. This Agreement may be executed in any number of counterparts and all counterparts are taken together to constitute one and the same instrument.

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18. Electronic Execution

18.1. This document may be executed electronically by any and all parties by way of electronic signature in accordance with section 9(1) of the Electronic Transactions (Victoria) Act 2000. Where the signing of this document was witnessed by audio visual link, all requirements under section 12(2) of the Electronic Transactions (Victoria) Act 2000 were complied with.

18.2. This agreement may be electronically executed and delivered by email and the parties agree that such electronic execution and email delivery has the same force and effect as delivery of an original document with original signatures.

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19. General

19.1. Any term in these terms and conditions that is either wholly or partly unenforceable will be severed to the extent necessary to make the remaining terms of these terms and conditions enforceable.

19.2. Any partial exercise, failure to exercise, or delay in exercising a power, right or remedy provided under these terms and conditions, or by law, does not operate as a waiver, or prevent or restrict any further or later exercise of that power, right, or remedy.

19.3. JPS Audit reserves the ability to assign its rights and obligations under this Agreement to a third party without consent of You. You may not assign your rights and obligations under this Agreement without first obtaining written consent from JPS Audit.

19.4. These terms and conditions are governed by the laws of the State of Victoria and the parties submit to the exclusive jurisdiction of the Victorian courts.

19.5. The obligations accepted by the parties under this Agreement survive termination, expiry or completion of the Agreement.

19.6. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights and remedies provided at law.

19.7. Neither JPS Audit nor You shall be liable for any breach of these terms arising from an act of God, natural disaster, terrorism, war, public health emergency or any other, specified or unspecified, occurrence beyond the control of either party (Force Majeure). If the Force Majeure continues so that a party is unable to meet their obligations under this agreement for more than 14 days, that party must give the other party written notice of termination of this Agreement. A party has no liability to the other party if this Agreement is terminated solely as a result of the operation of this clause.

19.8. These terms and conditions will take priority over the Proposal to the extent of any inconsistency.

19.9. These Terms and Conditions will prevail over any other terms and conditions on any other documents issued by You.