Terms And Conditions

This website is provided for general information only. HPV does not represent or warrant that the content of this website is accurate, authentic or complete or that the information contained in this website is suitable for your needs. You must not rely on this website as a statement of government policy, except where clearly stated. You should assess whether the information is accurate, authentic or complete and where appropriate, seek independent professional advice.

To the extent permitted by law, HPV excludes liability for any loss (including loss from viruses) caused by use or reliance on this website. HPV may amend or withdraw material on this website at any time without notice.

This website provides links to external websites. HPV does not control and accepts no liability for the content of those websites or for any loss arising from use or reliance on those websites. HPV does not endorse any external website and does not warrant that they are accurate, authentic or complete. Your use of any external website is governed by the terms of that website. The provision of a link to an external website does not authorise you to reproduce, adapt, modify, communicate or in any way deal with the material on that site.

The inclusion of any email addresses on this website is not consent to receiving unsolicited commercial electronic messages or SPAM.

Privacy

The collection and use of personal information must relate directly to the legitimate purposes of HPV.

Individuals:

  • must be informed of the purpose for which personal information is obtained.
  • are entitled to have access to their own records, unless prevented by law.

HPV website administrators:

  • take all reasonable measures to ensure that the personal information it receives and holds is up to date.
  • take all reasonable measures to store personal information securely.
  • amend records shown to be incorrect.
  • observe the Privacy Principles enumerated in the Victorian Information Privacy Act 2000.

Access to website

HPV's website provides a platform of access to information for its contracts for health services and suppliers with the following terms of use:

  • HPV reserves the right to use the email addresses provided from time to time.
  • HPV maintains the right to suspend, discontinue or change any information at any time, as it deems necessary. This includes the availability of certain features.
  • Persons wishing to register for access to the restricted section of the website must be bona fide hospital or health service personnel or personnel of a company engaged in supplying goods or services for HPV contracts
  • This website may not be used to publish any advertising material without the written consent of HPV
  • HPV has no obligation to remove any such items with which you may not agree

Super-users who are registered and granted access to the HPV website agree to:

  • Disable accounts of staff who cease to be a bona fide staff member of a Victorian public hospital or health service.
  • Not to pass on information obtained from the restricted portion of the website to unauthorised persons i.e. persons who are not bona fide employees of Victorian Public Hospitals.
  • Not to divulge your password, entry details or knowingly permit any other person to use your password to obtain information from the restricted portion of the website.
  • Note that HPV reserves the right to refuse registration or to cancel such a registration at its own discretion

All general users who are registered and granted access to the HPV website agree to:

  • Not to pass on information obtained from the restricted portion of the website to unauthorised persons i.e. persons who are not bona fide employees of Victorian Public Hospitals.
  • Not to divulge your password, entry details or knowingly permit any other person to use your password to obtain information from the restricted portion of the website.
  • Note that HPV reserves the right to refuse registration or to cancel such a registration at its own discretion

Information

HPV will in good faith take every precaution to ensure that the information contained in the website is factual and correct at the time of first publication, and further undertakes to correct any inaccuracies contained herein upon written notification within a reasonable period of time.

Users of the website are urged to review and compare information against other sources before making decisions based upon the content contained herein.

Advertising

This website is not intended to be a vehicle for suppliers to advertise their goods and services.

Cookies
This website uses cookies only for authorised users accessing the secure portal of our website to maintain their session and ensure an optimal user experience. Cookies are not used for general visitors accessing the HPV website.

Victorian Product Catalogue System (VPCS) terms and conditions

The following terms and conditions apply if you make use of the VPCS.

https://vpc.hpv.org.au/AppGen/BizTerms.htm

HPV Procurement Portal terms and conditions

The following terms and conditions apply if you make use of the HPV Procurement Portal.

1. Introduction

1.1. This User Agreement between HPV and the Supplier governs the access and use of the eSourcing System (the "System") by the Supplier to respond to an invitation from HPV to participate in a procurement exercise.

1.2. A procurement exercise may include a Pre-Qualification Questionnaire (PQQ), a Request for Information (RFI), an Invitation to Tender (ITT), an Invitation to Negotiate (ITN), an Invitation to Participate in Dialogue (ITPD), an Invitation to Submit Final Offer (ITSFO), Invitation to Submit Final Tender (ITSFT), a Best And Final Offer (BAFO), a Request for Proposal (RFP), a Request for Quotation (RFQ); an electronic Auction or an electronic Contract. This above list of individual procurement exercise processes is indicative and a non-exhaustive representation of commonly used terminology. HPV may use its own, unique terminology to be applied on a case by case basis.

1.3. The Supplier acknowledges that the System is provided and hosted in the United Kingdom by an independent third party, BravoSolution Ltd ("Bravo.") The System is operated by HPV. This User Agreement applies to the Supplier's and its Supplier Users' access to and use of the System. The Supplier acknowledges that by a Supplier User accessing the System using the user ID and password provided by, or on behalf of HPV, the Supplier agrees to be bound by this User Agreement.

1.4. The Supplier shall only use the System to respond to an invitation to participate in a procurement exercise in accordance with this User Agreement and any further rules expressed and presented in the System. In the event that there is any conflict between this User Agreement and any such further rules, then the provisions of such further rules shall take precedence over this User Agreement.

2. Access

2.1. HPV grants to the Supplier, free of charge, access to the System by Supplier Users for the purpose of responding to any invitation to participate in a procurement exercise, subject to this User Agreement.

2.2. HPV may immediately deny access to the System by the Supplier and/or one or more Supplier Users by giving notice in writing to the Supplier if any of the following events occur:

2.2.1. The Supplier commits a material breach of any of its obligations under this User Agreement; or

2.2.2. The Supplier fails to remedy, or persists in, any breach of any of its obligations under this User Agreement after having been notified in writing to remedy or desist such breach within a period of ten (10) Working Days.

2.3. Without prejudice to any of HPV's other rights, HPV reserves the right to suspend access to the System without notice for technical or legal reasons.

3. Registration

3.1. To be granted access to the System, the Supplier must register each person which the Supplier wishes to be a Supplier User by providing the required registration data and specifying a user ID and password. The Supplier warrants that all registration data provided by the Supplier shall be complete, truthful and accurate in all respects. HPV reserves the right to decline any application to register for participation in an event at its discretion.

3.2. User ID and password are strictly personal to the Supplier User and non-transferable. The Supplier shall ensure that its Supplier Users do not divulge or disclose their user ID or password to third parties and shall store and safeguard them with the utmost care and shall ensure that they are kept confidential. In the event that the Supplier or a Supplier User becomes aware that a user ID and / or password may have been divulged, disclosed or discovered by any third party, they shall immediately notify the Helpdesk. The Supplier shall be held solely accountable for their use by third parties.

3.3. The Supplier shall designate an individual Supplier User to manage access to the System by other Supplier Users.

3.4. The Supplier must immediately inform the Helpdesk in the event that a Supplier User leaves its employment or no longer requires access to the System. HPV retains the right to deactivate a Supplier User user id and password if there has been no access for a period of sixty (60) days.

4. Invitation to Participate

4.1. HPV shall send, through the System, an invitation to participate in a specific procurement exercise to appropriate Suppliers that have registered and been activated on the System as described in the User Agreement. Data and information relating to a specific procurement exercise shall be made available to invited Suppliers.

4.2. HPV shall configure the System as appropriate for each procurement exercise. The selected configuration settings for a procurement exercise shall be displayed on the System for invited Suppliers to view. The Supplier acknowledges that by one of its Supplier Users participating in a procurement exercise on the System, the Supplier agrees to be bound by these configuration settings.

4.3. All material issued through the System in connection with this procurement shall remain the property of HPV and shall be used only for the purpose of this procurement.

5. Supplier's Obligations

5.1. The Supplier shall and shall ensure that all its Supplier Users comply with this User Agreement.

5.2. The Supplier shall use the System for lawful and proper purposes only and shall, in any event, comply with all applicable laws, statutes, regulations and Codes of Practice within the UK or other jurisdiction from which Supplier and/or Supplier Users access the System. If the Supplier is not an entity resident in the United Kingdom, the Supplier acknowledges that the laws and regulations in its country of origin may differ from those in the United Kingdom and it is the Supplier's responsibility to ensure that it and its Supplier Users understands how those laws may operate in relation to the Event and/or use of the System and subject to Clause 7.5 any subsequent trading relationship between the parties. The parties agree that HPV shall not be liable to the Supplier in any way in respect of losses caused due to compliance or non-compliance with any laws and regulations regulating the conduct of the Supplier and/or Supplier Users.

5.3. The Supplier shall use all reasonable care and skill in performing its obligations under this User Agreement.

5.4. The Supplier shall provide its Supplier Users with the equipment and software needed to access and use the System.

5.5. The Supplier shall provide software to ensure the security of the System and use best endeavours to protect the System from viruses when being accessed and used by its Supplier Users.

5.6. The Supplier shall treat data and information received by the Supplier in connection with each Event as strictly classified and confidential.

5.7. The Supplier shall maintain all Quotations submitted by the Supplier on the System in relation to any event firm for the entire duration of the Event and until the earlier of the entering into a relevant Trading Contract or, unless otherwise agreed by the Supplier and HPV, 12 months from the starting date of such Event.

5.8. In particular, the Supplier agrees that it will not:

5.8.1. manipulate any information supplied on the System in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;

5.8.2. post, transmit or disseminate any information on or via the System which is or may be harmful, obscene, discriminatory, defamatory, in breach of confidence, in breach of privacy or otherwise illegal;

5.8.3. use the System in a manner which causes or may cause an infringement of the rights of any other person;

5.8.4. interfere with, disrupt, manipulate or jeopardise the Event or the System in any way including without limitation by placing false bids or introducing any viruses, Trojan horses, works or similar devises into the systems and/or platforms on which the Event takes place; and

5.8.5. market Goods and/or Services of doubtful or illegal origin; counterfeit Goods and/or Services manufactured in violation of third party rights and/or national and international regulations safeguarding industrial and intellectual property;.

5.9. The Supplier participates in the Event at its sole risk. Without limiting the foregoing, to the fullest extent permitted by applicable laws, HPV makes no warranty that the Event will be uninterrupted, timely, secure, or error free or will operate as contemplated in this User Agreement, nor does HPV make any warranty as to the results of any Event or as to the accuracy or reliability of any information obtained from the Event, nor that any defects, if any, in the Event will be corrected. If the Supplier downloads, obtains, uses and/or relies on any material and/or data from the System, it does so at its own discretion and risk and that use of such materials and/or data will be subject to the obligations of confidentiality set out in Clause 13.

5.10. The Supplier acknowledges HPV's right to make the Supplier's participation in any Event conditional to the prior issue by the Supplier of adequate guarantees and/or warranties relating to the relevant Goods and/or Services and the irrevocability of the relevant Quotations.

5.11. The Supplier agrees that its Supplier Users shall act as authorised agents for and on behalf of the Supplier in submitting any response to any invitation to participate in a procurement exercise on the System.

5.12. The Supplier shall be responsible for any unauthorised, false or fraudulent response to any invitation to participate in a procurement that is submitted using one of its Supplier Users' user id and password.

5.13. The Supplier represents and warrants that:

5.13.1. it has all right, title and authority to enter into and undertake its obligations contained in this User Agreement;

5.13.2. all information it provides is accurate and complete and shall accurately represent the Supplier's capabilities and will be kept accurate and complete throughout the period from the date of this User Agreement to the conclusion of the Event (and any other Event to which this Agreement relates);

5.13.3. it is the exclusive owner of or is fully entitled to disclose and use for such purpose, all data, information and contents provided by or on behalf of the Supplier to HPV and use of such data, information and content by HPV shall not be contrary to the law of or infringe the rights of any third party, in any country in the world;

5.13.4. it shall have the right, through actual ownership or otherwise, to provide any product or service that is the subject of any response made by it to any invitation to participate in a procurement;

5.13.5. it has the ability to sell the product/service/works at the prices offered in any response made by it to any invitation to participate in a procurement and according to the relevant criteria specified by HPV in the relevant invitation to participate in a procurement.

6. General Provisions for the Submission of Responses

6.1. Suppliers are expected to examine all of the file attachments published in the System, which indicate what information must be provided. Suppliers must provide all of the items of information requested in the procurement exercise. Incomplete submission of the information requested including the submission of information in file attachments containing viruses that have been advised by the System shall entitle HPV to invalidate or reject the response to the procurement exercise.

6.2. All responses to any invitation to participate in a procurement exercise must be submitted through the System by the closing date and time as specified on the System.

6.3. Responses may be submitted through the System at any time up to the closing date and time as specified on the System.

6.4. Suppliers shall be entitled to submit one or more responses prior to the closing date and time. It is understood that the last response submitted prior to the closing date and time shall be the response that is considered by HPV in the evaluation and award process.

6.5. The Supplier agrees to keep any responses valid for a period of 12 months from the closing date and time for the submission of responses, unless any other period is specified in the terms and conditions of the procurement exercise. 6.6. In the case of discrepancies, the last response (in accordance with the provisions of paragraph 6.4) submitted through the System shall prevail over the contents of a file, attachments and other documents made available by the Supplier during the procurement.

6.7. Responses will be opened by HPV in accordance with the opening procedures specified on the System for each procurement exercise.

7. Specific Provisions for eAuctions

7.1. In the event of an eAuction being conducted the Supplier acknowledges and accepts that the responses received by HPV in earlier stages of the procurement exercise may represent, upon HPV's decision and following a notification to Suppliers, the initial bid by each Supplier in the eAuction.

7.2. HPV shall be entitled to set an opening price and a reserve price for an eAuction.

7.3. The configuration settings for the eAuction as defined by HPV shall determine the closing time for each eAuction. The selected configuration settings for an eAuction will be displayed on the System for Suppliers to view prior to the eAuction.

7.4. All bids entered during an eAuction are irrevocable except to the limited extent provided for in this Clause 7.4. Bids may be revoked by the Supplier only if the Supplier notifies HPV immediately after the bid has been entered and then only if the bid revocation is accepted by HPV. If HPV does not agree to the bid revocation in such case, the bid will become binding in accordance with this User Agreement.

7.5. Whilst an eAuction is frequently referred to as an "online reverse eAuction", an eAuction is not an auction and HPV is not an auctioneer. As such, the end of each eAuction does not constitute a "knock-down" of conclusion of a sale of any Goods and/or Services and the parties agree that neither HPV, any Buyer Group company nor the Supplier will be contractually obliged to enter into any Trading Contract at such time or later. The Supplier acknowledges that the offering of a Quotation for the Goods and/or Services which is the lowest Quotation as at the end of an eAuction does not constitute (i) automatic acceptance by HPV of such Quotation, or (ii) success in the eAuction; or (iii) assurance that HPV shall make an Award to the Supplier or enter into a Trading Contract with the Supplier. The Supplier further agrees that (i) all Quotations are legally binding on the Supplier and that acceptance of any Quotation and the decision as to whether or not to grant an Award to any Supplier is at the sole discretion of HPV.

8. Amendments to a procurement exercise

8.1. The Supplier acknowledges that:

8.1.1 HPV reserves the right to:

8.1.1.1 suspend and re-open or cancel a procurement exercise or extend the closing date and time; and/or

8.1.1.2 vary or amend the details of a procurement exercise, at any time prior to the closing date and time for receipt of response by publication of a notification through the System and without incurring any liability whatsoever; and

8.1.2 in the event of a suspension and subsequent re-opening of a procurement exercise, the procurement exercise will resume on the basis of the last response recorded by the Supplier through the System.

9. Notification of Award

9.1. In the event of an Award to the Supplier following an Event:

9.1.1. the Supplier agrees to enter into good faith negotiations with HPV or relevant Buyer Group company on the terms and conditions specified by HPV or Buyer Group company prior to such Event; and

9.1.2. if the Supplier, for whatever reason, declines the Award or does not enter into such Trading Contract with HPV or Buyer Group company, HPV shall have the right, at any moment in time, including after the notification of the Award, to cancel the Award and issue the Award to another participant in the Event.

9.2. For the avoidance of doubt this User Agreement shall not govern the purchase and supply by the Supplier to HPV or Buyer Group company of any of the Goods and/or Services to which any Events relate, and such purchase and supply shall be governed by a Trading Contract if entered into by the Supplier and HPV or Buyer Group company.

10. Intellectual Property Rights

10.1. All Intellectual Property Rights in the System are owned by, or are under licence to, HPV.

10.2. The Supplier and its Supplier Users shall have no Intellectual Property Rights in the System, nor shall it have any rights to copy, adapt, modify or interfere with the System.

10.3. The System may include HPV's logo and/or trade mark. The Supplier acknowledges that it may not copy, use, or mask HPV's logo and/or trade marks which appear on the System without the prior written consent of HPV.

10.4. The Supplier pledges not to download, reproduce, transmit, sell or distribute, in whole or in part, in any form or fashion, the contents and the information available on the System without Buyer's specific written authorisation and for any other purpose than that of permitting access to the System and using the System in accordance with this User Agreement.

11. Data Protection

11.1 In its use and access of the System, the Supplier shall comply with all applicable laws in the jurisdiction from which Supplier and/or Supplier Users access the System and all relevant regulations together with any codes of conduct and guidance including those issued by the Information Commissioner and it shall not do or cause or permit to be done anything which may cause or otherwise result in a breach by HPV of the same.

11.2. HPV will collect, hold and use personal data obtained from and about the Supplier Users pursuant to paragraph 3.1. The Supplier agrees and consents to such data being collected, held (including in the United Kingdom) and used in accordance with this User Agreement and its obligations under all applicable laws.

12. Limitation of Liability

12.1. Neither HPV nor the Supplier excludes or limits liability to the other for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 (UK) or Section 2 of the Supply of Goods and Services Act 1982 (UK) or for fraud or fraudulent misrepresentation.

12.1.1 Nothing in this clause 12 is intended to exclude any conditions, guarantees or warranties implied into the User Agreement, or any remedies made available to the Supplier, by the provisions of the Australian Consumer Law or by any other Commonwealth, State or Territory laws to the extent that such implied conditions, guarantees, warranties or remedies may not be excluded by express agreement. Liability for breach of any condition, guarantee or warranty implied by such law shall to the extent permitted by such laws be limited to either supplying the services again or payment of the cost of having the services supplied again (at HPV's discretion).

12.2. HPV shall not be liable to the Supplier whether in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, revenue, use, anticipated savings, goodwill, reputation or opportunity, financial or other economic loss, in each case whether direct or indirect, or any indirect or consequential loss or damage, costs or expenses whatsoever or howsoever arising out of or in connection with this User Agreement.

12.3. HPV shall not in any circumstances whatsoever be liable to the Supplier for any direct loss, indirect loss or damages incurred by the Supplier arising from the use of the System caused by:

12.3.1. An event of Force Majeure that affects the availability and/or performance of the System;

12.3.2. Incorrect use by Supplier and/or Supplier Users of the System;

12.3.3. Connectivity failures in respect of the equipment used by the Supplier Users;

12.3.4. Any cancellation, suspension or postponement of an Event;

12.3.5. The acts or omissions of Bravo or of any providers of telecommunications services or faults in or failures of their networks and/or equipment; or

12.3.6. Breakdown of the System for a period of time not exceeding 30 Working Days.

12.4. The Supplier acknowledges and accepts that:

12.4.1. HPV reserves the right to interrupt and/or suspend the availability of the System and/or revoke access at any time by notice to the Supplier without incurring any liability;

12.4.2. HPV does not guarantee the conclusion of any business;

12.4.3. HPV provides the System on an 'as is' basis and 'as available' basis without any warranty of any kind; the Supplier therefore waives any warranty, specific or implied, including, by way of example only, the guarantee of compatibility for a specific use or scope and uses the System at its sole risk;

12.4.4. HPV does not guarantee access to, truthfulness and completeness of, law-compliance and respect of third party rights by the contents of any web site to which users may be referred to through possible links inserted on the portal on the System;

12.5. Subject to Clause 12,1 and without prejudice to the provisions of the Clauses above:

12.5.1. except as expressly set out in the Agreement, all warranties, conditions and guarantees by HPV relating to the Events, the System and the Agreement whether express or implied by statute, law, custom or otherwise are, to the fullest extent permitted by law, excluded from the Agreement; and

12.5.2. the total aggregate maximum liability of HPV and HPV Group for all claims under the Agreement shall, individually and in aggregate, be limited to $5,000.

12.6. The Supplier shall indemnify, hold harmless and keep HPV indemnified in full against all claims, demands, actions or proceedings (including legal and other professional advisers fees) made by any third party arising out of or in relation to the Supplier's breach of its obligations under this User Agreement.

13. Confidentiality

13.1. Each party shall:­

13.1.1. treat all Confidential Information as Confidential and safeguard it accordingly;

13.1.2. not disclose any Confidential Information to any third party without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of this User Agreement: and

13.1.3. not use any Confidential Information otherwise than for the purposes of this User Agreement.

13.2. The Supplier shall take all necessary precautions to ensure that all Confidential Information obtained from HPV under or in connection with this User Agreement:

13.2.1. is given only to such employee, subcontractor or professional advisor engaged to advise it in connection with this User Agreement as is strictly necessary for the performance of this User Agreement;

13.2.2. is treated as confidential and not disclosed (without prior written approval) or used by any employee, consultant, sub-contractor, professional advisor or agent otherwise than for the purposes of this User Agreement;

13.3. The Supplier shall at all times be responsible for the breach of the confidentiality undertakings under this User Agreement by any of its employee, sub-contractors and/or professional advisers as though such breach were its own.

13.4. The provisions of this Clause 13 shall not apply to any information:­

13.4.1. which is or becomes public knowledge (otherwise than by breach of the obligations of confidentiality under this User Agreement);

13.4.2. which is in the possession of the party concerned, without restriction as to its disclosure, before receiving it from the disclosing party;

13.4.3. which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

13.4.4. is independently developed without access to the Confidential Information.

13.5. Nothing in this User Agreement shall prevent HPV from:­

13.5.1. disclosing any Confidential Information which is required to be disclosed by an order of court or other tribunal or required to be disclosed in accordance with any law, statute, proclamation, by-law, directive, decision, regulation, rule, order, notice, rule of court, delegated or subordinate legislation parliamentary obligation; or

13.5.2. disclosing any information obtained from the Supplier:­

13.5.2.1. to any other department, office or agency of the Crown; or

13.5.2.2. to any person engaged in providing any services to HPV for any purpose relating to or ancillary to this User Agreement, provided that in disclosing information under this Clause (13.5.2.) HPV discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence.

13.6.Nothing in this User Agreement shall prevent either party from using any techniques, ideas or know-how gained during the performance of this User Agreement in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

13.7. In the event that the Supplier fails to comply with this Clause 13, HPV reserves the right to terminate this User Agreement by notice in writing with immediate effect.

13.8. The Supplier acknowledges that HPV may be subject to the requirements of the Data Protection Act 1998 (UK), the Freedom of Information Act 2000 (UK) and the Environmental Information Regulations 2004 (UK) and shall assist and cooperate with HPV in meeting its obligations thereunder. The Supplier shall use all reasonable endeavours to ensure the observance of the provisions of this Clause 13 by its sub-contractors.

13.9.The obligations of this Clause 13 shall survive the expiry of this User Agreement.

14. Rights of Third Parties

14.1 Any member of HPV's Group may enforce this User Agreement. Except for the members of HPV's Group, no person who is not a party to this User Agreement (including, without limitation, any employee, officer, agent, representative or sub-contractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 (UK) or otherwise) to enforce any term of the User Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause.

15. Amendments to User Agreement

15.1. Subject to Clauses 15.2 and 15.3, the Supplier acknowledges that HPV reserves the right to vary or amend this User Agreement by publication of a notification or message on the System or through an email or letter to the Supplier, using the email address or postal address referred to in Clauses 17.1.1 and 17.1.3 respectively.

15.2. The amendments shall be deemed to have been accepted by the Supplier unless the Helpdesk receives, within 15 days of the date of the notice under Clause 15.1, a written communication from the Supplier expressing refusal of the amendments. In any case, the Supplier's continued use of the System shall represent its unconditional acceptance of the amendments in its entirety.

15.3. The Supplier shall be entitled to terminate this User Agreement with immediate effect in the event that notice is given pursuant to Clause 15.1.

16. General

16.1. The waiver by either party of any breach of this User Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

16.2. If at any time any part of this User Agreement is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from this User Agreement and the validity and/or enforceability of the remaining provisions of this User Agreement shall not in any way be affected or impaired as a result of that omission.

16.2.1. Nothing contained either inside or outside this User Agreement shall be taken as constituting a contract, including any collateral contract, or any contractual term between HPV, any Buyer Group company and any other party as to the procurement of any goods, services or works, including any potential service provider, or, any representation by or on behalf of HPV or Buyer Group company.

16.3. HPV shall not be committed to any course of action as a result of:

16.3.1. issuing any invitation to participate in a procurement exercise;

16.3.2. an invitation to submit any proposal in respect of a procurement exercise;

16.3.3. communicating with a Supplier in respect of this procurement exercise; or

16.3.4. any other communication between HPV and any other party.

16.4. The Supplier accepts and acknowledges that:

16.4.1. whilst every care has been taken to ensure that the data and information contained within an invitation to participate in a procurement exercise is valid, HPV shall not accept liability for the accuracy, adequacy or completeness of such information and data; and

16.4.2. that by issuing an invitation to participate in a procurement exercise HPV shall not be bound to accept any response and it reserves the right to award a contract for some but not all of the requirements specified or not to award any contract at all;

16.4.3. HPV shall not accept any liability for any costs or expenses incurred by a Supplier responding to any invitation to participate in a procurement exercise.

16.5.HPV and the Supplier acknowledge that, for the entire duration of the procurement exercise, any dates and times shall be those displayed on the System and any other Helpdesk recording and telecommunications equipment, and such recordings shall represent a full account of the actual facts and circumstances.

16.6. The Supplier acknowledges that the System will not allow it to view the identity of the other Suppliers during a procurement exercise.

16.7. The waiver by either party of any breach of any terms of this User Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

16.8. The terms and expressions set out in clause 20 shall have the meanings ascribed therein.

17. Notices

17.1. All communications given under this User Agreement shall be in writing and shall be:

17.1.1. served to the Supplier, via e-mail, to the e-mail address the Supplier has given upon registration or through the messaging facility available on the System; or

17.1.2. served to HPV, via e-mail to [help_au@bravosolution.com] or through the messaging facility available on the System; and

17.1.3. deemed to be received by the addressee on the same day as the addressor sending such e-mail, subject to the:

17.1.3.1 addressor using the addressee's correct e-mail address; and

17.1.3.2 addressee, on receipt of such an e-mail, e-mailing an acknowledgement of receipt to the addressor as soon as is practicable and in any event not later than 17:00 of the following Working Day after the addressee received such e-mail. If the addressor fails to receive such acknowledgement by 17:00 of the next Working Day after the addressee received the e-mail, the addressor may also serve the communication by first class registered post to:

17.1.3.2.1 the Supplier, to the postal address the Supplier has given upon registration; or

17.1.3.2.2 HPV, to the postal address in Wales HPV has given in the procurement exercise, and shall be deemed to be received by the addressee two working days after posting.

17.2 Either party to this User Agreement may change its postal address for notification purposes by giving the other reasonable prior written notice of the new information and its effective date pursuant to this Clause 17.

18. Law and Jurisdiction

18.1.This User Agreement and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the state of Victoria, Australia shall be subject to the nonexclusive jurisdiction of the Courts of the state of Victoria to which the parties irrevocably submit.

19. Interpretations

19.1.The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this User Agreement.

19.2.Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

19.3.The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

19.4.References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

19.5.All references in this User Agreement to Clauses are to the clauses to this User Agreement and references to Sections are to sections of this User Agreement unless otherwise stated.

20. Definitions

"Australian Consumer Law" means the law set out in schedule 2 of the Competition and Consumer Act 2010 (Cth).

"Award" means the award by HPV to a participant of an Event of a Trading Contract.

"Confidential Information" means secret, confidential, commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of this User Agreement, together with any reproductions of such information in any form or medium or any parties of this information.

"Confidential" means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available.

"eAuction" means a type of procurement exercise conducted on the System where supplier submit bid simultaneously.

"Event" means a procurement exercise conducted on the System by HPV including but not limited to an etender or eAuction.

"Force Majeure" means any cause affecting the performance by either HPV or BravoSolution Ltd of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents or employees or the failure of either HPV or BravoSolution Ltd to perform its obligations under this User Agreement.

"Group" means in relation to any company that company and every other company which is from time to time a subsidiary or holding company of that company or a subsidiary of any such holding company (and the terms "subsidiary" and "holding company" shall have the meanings given to them by Section 1159 and Schedule 6 of the Companies Act 2006 (UK)).

"Helpdesk" means the facility provided by BravoSolution Ltd to handle support queries and issues raised by Supplier Users.

"Information Commissioner" means the Australian Information Commissioner or a person with a comparable position in the jurisdiction from which Supplier and/or Supplier Users access the System.

"Intellectual Property" means any patent, copyright, database right, moral right, design right (whether registered or unregistered), trade mark, service mark, domain name, know-how, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right.

"Quotations" means all quotations submitted by a Supplier on the System in relation to any Event.

"Supplier" means an organisation that has indicated its acceptance to be bound by this User Agreement.

"Supplier User" means an individual representing the Supplier that has registered and been provided with access to the System.

"System" means the eSourcing System provided and hosted by Bravo for Suppliers to participate in procurement exercises conducted by HPV.

"Trading Contract" means the contract between HPV or a Buyer Group company and a participant of an Event to supply the Goods and/or Services offered by such participant during such Event, which is subject to contract.

"Working Days" means 09:00-17:00 Monday to Friday in Melbourne, Australia and excluding Public Holidays.