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ACT
Agreement
FOR
Dispute Resolution Services
INFORMATION
BETWEEN
Accident Compensation Corporation
AND
Clayton & Associates Limited trading as
Talk-Meet-Resolve
July 2019
RELEASED UNDER THE OFFICIAL
TABLE OF CONTENTS
KEY TERMS ................................................................................................................................................ 5
1.
TERM OF THIS AGREEMENT ...................................................................................................... 7
2.
SCOPE OF SERVICES ................................................................................................................... 7
3.
RELATIONSHIP OF PARTIES
ACT
...................................................................................................... 7
4.
RESPONSIBILITIES OF PARTIES............................................................................................... 8
5.
PERFORMANCE OF SERVICES ................................................................................................. 9
6.
CHANGE PROCESS ..................................................................................................................... 10
7.
STANDARD OF SERVICES ........................................................................................................ 10
8.
REVIEWERS ................................................................................................................................... 10
9.
ACCOUNT MANAGEMENT ........................................................................................................ 11
10.
CONFLICTS OF INTEREST AND INDEPENDENCE .............................................................. 11
11.
ISSUE RESOLUTION ................................................................................................................... 12
INFORMATION
12.
INVOICING, PAYMENT AND CREDITS .................................................................................... 12
13.
VARIATION TO CONTRACT PRICING ..................................................................................... 13
14.
COST REDUCTION PROGRAMME ........................................................................................... 14
15.
BUSINESS CONTINUITY AND DISASTER RECOVERY ...................................................... 14
16.
CHANGE OF CONTRACTOR ..................................................................................................... 14
17.
PARTIES REMAIN RESPONSIBLE ........................................................................................... 15
18.
VARIATION OF AGREEMENT ................................................................................................... 15
19.
PERFORMANCE NOTICE ........................................................................................................... 15
20.
TERMINATION OR SERVICE CANCELLATION BY NOTICE .............................................. 16
21.
TERMINATION ON INSOLVENCY ............................................................................................. 16
22.
TERMINATION FOR BREACH OR PERFORMANCE ISSUE ............................................... 17
23.
TERMINATION OR EXPIRY OF TERM - RIGHTS PRESERVED ......................................... 18
24.
INDEMNITY ..................................................................................................................................... 18
25.
DISPUTES ....................................................................................................................................... 18
26.
NOTICES ......................................................................................................................................... 19
27.
NO EXTENSION OR RENEWAL ................................................................................................ 19
28.
WAIVER ........................................................................................................................................... 19
29.
INSURANCE ................................................................................................................................... 19
30.
INTELLECTUAL PROPERTY ..................................................................................................... 20
31.
FORCE MAJEURE ........................................................................................................................ 21
RELEASED UNDER THE OFFICIAL
32.
HEALTH AND SAFETY ................................................................................................................ 21
33.
STAFF SAFETY ............................................................................................................................. 22
Agreement for Reviewer Administration Services and Dispute Resolution
COMMERCIAL IN CONFIDENCE Page 2 of 52
34.
ENVIRONMENTAL SUSTAINABILITY ...................................................................................... 23
35.
INFORMATION MANAGEMENT ................................................................................................ 23
36.
INFORMATION/CONFIDENTIALITY ......................................................................................... 23
37.
PROTECTION OF PERSONAL INFORMATION ..................................................................... 24
38.
LOCATION OF DATA ................................................................................................................... 25
39.
NEW ZEALAND LAW, CURRENCY AND TIMES ................................................................... 25 ACT
40.
PRECEDENCE ............................................................................................................................... 26
41.
LIABILITY ....................................................................................................................................... 26
42.
ANTI-COLLUSION CLAUSE ....................................................................................................... 26
43.
DEFINITIONS AND INTERPRETATION ................................................................................... 26
Schedule 1 - Scope of Services .......................................................................................................... 30
1.
OBJECTIVES ................................................................................................................................. 30
2.
GENERAL REQUIREMENTS ...................................................................................................... 30
3.
REVIEWER ADMINISTRATION SERVICES ............................................................................ 32
4.
ACCREDITED EMPLOYER SCHEME: ..................................................................................... 35
INFORMATION
5.
DISPUTE RESOLUTION SERVICES ......................................................................................... 36
6.
APPEALS ........................................................................................................................................ 38
Schedule 2 - Pricing Schedule ............................................................................................................ 48
Schedule 3 - Service KPIs and SLAs ................................................................................................. 50
Schedule 4 - Contact Details ................................................................................................................ 52
Schedule 5 - Business Continuity Plan and Disaster Recovery Plan ....................................... 53
Schedule 6 – Health & Safety Plan ..................................................................................................... 54
RELEASED UNDER THE OFFICIAL
Agreement for Reviewer Administration Services and Dispute Resolution
COMMERCIAL IN CONFIDENCE Page 3 of 52
AGREEMENT FOR DISPUTE RESOLUTION SERVICES
This Agreement is made on the
day of July 2019
Between
Accident Compensation Corporation
a statutory corporation continued by the Accident Compensation Act 2001 (“ACC”)
ACT
and
Clayton & Associates Limited
a duly incorporated company having its registered office at
97A Hackthorne Road,
Cashmere, Christchurch 8022 (“the Supplier”)
Agreement to Commence on:
1 July 2019
Agreement to Expire on:
30 June 2022 (Initial Date of Expiry)
Services Included in this Agreement:
Dispute Resolution Services
INFORMATION
KEY TERMS
1.
The AC Act allows for claimants, employers and levy payers to apply to ACC for a review of certain
decisions of ACC.
2.
ACC is accordingly establishing a panel of service providers:
2.1. to provide reviewer administration services; and/or
2.2. to provide dispute resolution services.
3.
If Reviewer Administration Services are included in the list above under the heading “Services included
in this Agreement”, ACC and the Supplier have agreed that Supplier will provide Reviewer Administration
Services as further described in Schedule 1 (Scope of Services) by allocating Reviewers to undertake
Review Services subject to the Supplier entering into and complying with the provisions of this
Agreement.
4.
If Dispute Resolution Services are included in the list above under the heading “Services included in this
Agreement”, ACC and the Supplier have agreed that the Supplier to provide Dispute Resolution Services
to ACC as further described in Schedule 1 (Scope of Services), subject to the Supplier entering into and
complying with the provisions of this Agreement.
5.
The Supplier has agreed to provide ACC with the Services on the terms and conditions as set out in this
Agreement.
6.
The Supplier will provide the Services as detailed in this Agreement, at the rates set out in Schedule 2 -
Pricing Schedule and in accordance with the Key Performance Indicators set out in Schedule 3 - Service
KPIs and SLAs.
Signed for and on behalf of Accident Compensation Corporation
Name: Scott Pickering
Title: Chief Executive
_____________________________________
Date: 10/07/2019
RELEASED UNDER THE OFFICIAL
Agreement for Reviewer Administration Services and Dispute Resolution
COMMERCIAL IN CONFIDENCE Page 4 of 52
Signed for and on behalf of Clayton & Associates Limited
9(2)(a)
Name: Matthew Clayton
Title:
Director
____
___
Date: 11 July 2019
ACT
INFORMATION
RELEASED UNDER THE OFFICIAL
Agreement for Reviewer Administration Services and Dispute Resolution
COMMERCIAL IN CONFIDENCE Page 5 of 52
GENERAL PROVISIONS
1. TERM OF THIS AGREEMENT
1.1.
The Term of this Agreement shall commence on 1 July 2019 (the “Commencement Date”) and shall
continue up to the close of 30 June 2022 (the “Initial Term Expiry Date”), unless terminated earlier in
accordance with the provisions of this Agreement.
1.2.
The Term of this Agreement may be extended by up to three further periods of two years each and
the date of expiry of such extension terms will be the “Extension Term Expiry Date”. If all extension
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options are exercised, the maximum term of this Agreement is nine years.
1.3.
Prior to the Initial Term Expiry Date or an Extension Term Expiry Date (as applicable), ACC may
provide notice to the Supplier to extend the Term of this Agreement by exercising a renewal option
(as described in clause 1.2), which will have the effect of amending the Initial Term Expiry Date or
Extension Term Expiry Date (as applicable). Any decision to extend the Term of this Agreement will
be based on:
1.3.1.
ACC being satisfied with the performance of the Services by the Supplier; and
1.3.2.
all other provisions of this Agreement either continuing to apply during such extended Term
or being renegotiated to the satisfaction of both parties.
1.4.
There is no obligation on the part of ACC to extend the term of the Agreement, even if the Supplier
has satisfactorily performed all of the Services. ACC will use its best endeavours to tell the Supplier
at least 6 months before the Initial Term Expiry Date or an Extension Term Expiry Date whether the
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Term will be extended.
1.5.
For the avoidance of doubt, where a Referred Matter has not yet been completed on the Date of
Expiry:
1.5.1.
the Supplier will continue to provide Services in relation to the Referred Matter in accordance
with the terms and conditions in this Agreement, until the Referred Matter has been
completed; and
1.5.2.
the Supplier will be entitled to invoice ACC for the Fees applicable to the Referred Matter in
accordance with the terms of this Agreement.
2. SCOPE OF SERVICES
2.1.
This Agreement is for the supply of Services, as detailed further in Schedule 1 - Scope of Services.
2.2.
The Supplier acknowledges that:
2.2.1.
it is being appointed as part of a panel to provide services to ACC and ACC will be
appointing other suppliers to provide services the same or similar to the Services; and
2.2.2.
ACC does not guarantee the Supplier any minimum level of Referred Matters under this
Agreement.
2.3.
The Supplier shall not have or make any claim against ACC for orders placed with an alternative
supplier, in accordance with clause 2.2.1.
2.4.
Nothing shall prevent ACC from at any time inviting or not inviting the Supplier to prepare a proposal,
either individually or as part of a collaborative group or as part of a tender, for the provision of
additional services.
2.5.
If additional Services are to be supplied for the remainder of the Agreement, requirements and KPIs
will be outlined in writing and attached to this Agreement as a Variation.
3. RELATIONSHIP OF PARTIES
Independent Contractor
RELEASED UNDER THE OFFICIAL
3.1.
The Supplier is an independent contractor, contracted by ACC to provide the Services described in
this Agreement. Nothing contained or implied in this Agreement shall be construed as creating, and
neither party shall state, imply or do anything to suggest, that this Agreement creates an
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employer/employee partnership or principal/agent relationship between ACC and the Supplier or any
of its proprietors, officers, employees or subcontractors.
Privity of Contract
3.2.
Nothing in this Agreement is intended to confer any enforceable rights or benefits on an ACC
Customer or any Reviewer or any person providing Dispute Resolution Services.
Complete Agreement
3.3.
This Agreement represents the whole of the agreement between the parties, and any provisions in
tenders, correspondence or other documents prior to the date of this Agreement and all
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representations are excluded.
No Adverse Comments
3.4.
Neither ACC nor the Supplier:
3.4.1.
will make any oral or written statement or comment to the media or any member of the public
in relation to the operation of this Agreement which criticises the other party, or any other
supplier of these Services, or public opinion of the other party or which brings the other party
into disrepute; or
3.4.2.
Will publicly display (for example on websites or social networking sites) objectionable or
derogatory comments about the Services, this Agreement, each other or any of the party’s
personnel, and will ensure its personnel do not do so.
If such a statement or comment is made or displayed, that party will, at the request and with the prior
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agreement of the other party, promptly make an appropriate retraction or take such other remedial
steps as are appropriate and reasonable in the circumstances. This will be without prejudice to any
other rights, remedies or actions available to the other party. Nothing in this clause 3.4 will apply to
any statement or comment made by the Supplier in the proper exercise of its provision of the
Services in relation to a Referred Matter, provided such statement is only made to ACC or a party to
the Referred Matter.
4. RESPONSIBILITIES OF PARTIES
4.1.
The Supplier agrees to:
4.1.1.
provide the Services in accordance with the provisions of this Agreement, including the KPIs
and the relevant provisions of the AC Act; and
4.1.2.
advise ACC immediately if an Insolvency Event occurs (or is likely to occur) in respect of the
Supplier, or on the bankruptcy or liquidation of the Supplier.
4.2.
ACC agrees to:
4.2.1.
pay the Supplier for the Services as required by this Agreement and in accordance with and
subject to the provisions of this Agreement at the Fees specified in Schedule 2 - Pricing
Schedule;
4.2.2.
provide the Supplier with any information the Supplier has reasonably requested to enable
the delivery of the Services;
4.2.3.
comply with all Law applicable to it as well as the
Standards of Integrity and Conduct issued
by the State Services Commission (www.ssc.govt.nz); and
4.2.4.
carry out any obligations or responsibilities specifically allocated to ACC in this Agreement,
including those specified in any Schedule.
4.3.
Both parties agree to:
4.3.1.
act in good faith and demonstrate honesty, integrity, openness and accountability in their
dealings with each other;
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4.3.2.
consult with each other whenever and as often as may be appropriate on matters affecting
their respective obligations;
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4.3.3.
notify each other immediately of any actual or anticipated issues regarding the Services or
this Agreement that could:
4.3.3.1. significantly impact on the Services or Fees; or
4.3.3.2. receive media attention.
4.4.
Nothing in this Agreement shall affect the statutory obligations of any party or shall bind any party to
do or refrain from doing anything in a manner that is not consistent with the Law.
5. PERFORMANCE OF SERVICES
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5.1.
The Supplier will:
5.1.1.
ensure the stipulated time, cost and quality objectives of ACC, as specified under this
Agreement are met;
5.1.2.
provide all expertise and resources necessary to deliver the Services;
5.1.3.
take all steps necessary to clarify ACC’s requirements for the Services;
5.1.4.
ensure the Services are performed by contractors and/or personnel who have the
knowledge, qualifications, skill base and experience appropriate for the provision of the
Services, and who have been trained and briefed appropriately to provide the Services;
5.1.5.
perform the Services so as to comply with the relevant parts of the AC Act, any Service
specifications and other instructions, information and documents provided by ACC under this
Agreement, provided the Supplier's performance is not inconsistent with the ability of
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Reviewers to act independently in conducting Review Services;
5.1.6.
advise ACC immediately if the Supplier becomes aware of any matter which may change or
delay the performance of the Services. The advice must include detailed particulars of the
likely change or delay and recommendations to minimise any adverse effect from it;
5.1.7.
not make any Material alteration to, addition to, or omission from the work approved by ACC
at any stage of the Services without ACC’s prior agreement; and
5.1.8.
ensure that all reports and other written communications to ACC are clear, thorough,
complete and acceptable to ACC in both form and substance.
5.2.
The Supplier acknowledges that its performance of the Services is critical in ensuring an effective
process for ACC Customers. ACC may at all times evaluate the Services provided by the Supplier,
and the Supplier will provide information reasonably requested to enable ACC to undertake an
effective and objective performance evaluation. The parties shall provide each other with regular
constructive and objective feedback on the performance of Services, in order to optimise the benefits
and address any issues. The basis for ACC’s assessment of the Supplier’s performance will be the
monthly performance reporting provided by the Supplier in measuring the delivery of Services as
detailed in Schedule 1 - Scope of Services and Schedule 3 - Service KPIs and SLAs. ACC will use
the reports provided by the Supplier to monitor the Supplier’s performance.
5.3.
In performing the Services, the Supplier shall co-operate fully with other suppliers involved with
providing Services to ACC for the purpose of facilitating, to the maximum extent possible, the
provision of Services by both the Supplier and those other suppliers to ACC. To avoid doubt, in
providing such assistance the Supplier will not be required to disclose its Confidential Information or
its Intellectual Property Rights to any third party suppliers.
5.4.
The Supplier agrees to meet the Service deliverables contained in the Key Performance Indicators at
Schedule 3 - Service KPIs and SLAs.
5.5.
In addition to its monitoring under clause 5.2, ACC will evaluate the Services provided by the
Supplier on a quarterly and annual basis, or at any other time, following notice to the Supplier in
writing of its intention to do so. ACC may use such methods and processes as it considers
appropriate to enable an effective and objective evaluation of the Supplier's performance against the
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KPIs. The Supplier will provide such information reasonably requested by ACC for the purpose of
the evaluation. ACC will inform the Supplier of the provisional results of the evaluation, give the
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Supplier a reasonable opportunity to comment, and take reasonable account of any comment before
finalising the evaluation and providing a copy to the Supplier.
5.6.
In addition to the monitoring and evaluation processes described in this clause 5, the parties will:
5.6.1.
conduct monthly and quarterly meetings to discuss the provision of the Services and the
operation of this Agreement, including any concern that ACC may have about the level of
performance revealed through the Supplier's monthly reports or as a result of a quarterly or
annual review or a performance evaluation, and any concern the Supplier may have about
the operation of this Agreement or its relationship with ACC;
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5.6.2.
meet at any other time as necessary to resolve any performance issues as they arise; and
5.6.3.
generally provide each other with regular constructive and objective feedback on the
performance of Services and the operation of the dispute resolution process, to optimise the
effective performance of the Services by the Supplier and to address any issues.
6. CHANGE PROCESS
6.1.
ACC may make a written request to the Supplier to change, reject, cancel or suspend any Service and
the Supplier shall take all reasonable steps to comply, provided they can do so within their contractual
obligations to third parties.
6.2.
In the event of any such request, ACC will reimburse the Supplier for any expenses to which they are
committed (at the rates specified in this Agreement),and will pay a pro-rata proportion of an agreed
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quotation for Services already supplied.
6.3.
If additional Services are required, the parties will follow the procedures and disciplines in clause 2 and
clause 5 above.
6.4.
If any such request is made due to an error or omission by the Supplier or the Supplier’s subcontracted
service provider, or due to any Services not meeting the requirements or specifications described or
referred to in this Agreement, then the Supplier will promptly meet the request at no cost to ACC.
6.5.
Any agreement to change, reject, cancel or suspend any Service under this clause 6 must be given effect
by means of a Variation to this Agreement under clause 18, and the provisions of that Variation will apply
accordingly.
7. STANDARD OF SERVICES
7.1.
The Supplier will perform the Services in accordance with Good Industry Practice.
7.2.
The Supplier must ensure that the Services delivered by the Supplier:
7.2.1.
are suitable for their intended purposes;
7.2.2.
comply with the requirements for the Services set out in this Agreement; and
7.2.3.
comply with all relevant Laws including the AC Act, Privacy Act 1993, Employment Relations
Act 2000 and the Health and Safety at Work Act 2015.
7.3.
The Supplier will ensure that it regularly monitors and reviews its systems and procedures used in the
delivery of the Services. Any weaknesses identified will be documented and remedial action will be
undertaken immediately.
7.4.
The Supplier will continuously identify and implement quality improvements in the delivery of the
Services to ACC and its customers.
8. REVIEWERS
8.1.
This clause 8 applies where Reviewer Administration Services are included in the list at Page 1 of this
Agreement.
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8.2.
Where the Supplier is requested to provide Reviewer Administration Services, the Supplier will provide
ACC with a list of individuals who have indicated to the Supplier their interest in acting as Reviewers.
ACC will provide a Letter of Engagement to each Reviewer acceptable to it. The Letter of Engagement
will set out that ACC engages the Reviewer to undertake Review Services in accordance with Part 5 of
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the AC Act until the Reviewer indicates otherwise to the Supplier (the Supplier will then notify the same
to ACC).
8.3.
The Supplier shall ensure that Reviewer Services are provided only by the Reviewers who have
received and agreed to a current Letter of Engagement with ACC.
8.4.
The Supplier may, at any time during the Term, notify ACC of the names of additional individuals who
have indicated to the Supplier their interest in providing Review Services. ACC will arrange a Letter of
Engagement to be provided to each of the additional individuals.
9. ACCOUNT MANAGEMENT
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9.1.
ACC’s Contract Manager and the Supplier’s Key Account Manager (together called the “Contract
Managers”), as named in Schedule 4 - Contact Details, are responsible for managing this Agreement,
including:
9.1.1.
managing the relationship between the parties;
9.1.2.
overseeing the effective implementation of this Agreement; and
9.1.3.
being the first point of contact for any issues that arise.
9.2.
The Supplier’s Key Account Manager will be responsible nationally for:
9.2.1.
day to day operational enquiries;
9.2.2.
overall performance of the Supplier;
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9.2.3.
maintaining performance expectations as outlined in Schedule 3 - Service KPIs and SLAs;
9.2.4.
identification of potential savings;
9.2.5.
co-ordination of all reporting requirements; and
9.2.6.
co-ordination of the business review meetings.
9.3.
If a party changes a Contract Manager it must tell the other party, in writing, the name and contact
details of the replacement within five (5) Working Days of the change. A Variation does not need to be
executed for changes to the Contract Manager.
9.4.
Each party will ensure that a representative (such representative to be notified to the other party) will be
contactable between 7am to 7pm on all Working Days). If a party’s designated representative is
temporarily unavailable (for example, due to leave or illness), that party will notify the other party of an
alternative contact.
10. CONFLICTS OF INTEREST AND INDEPENDENCE
Avoiding Conflicts of Interest
10.1. The Supplier warrants that as at the Commencement Date, it has no Conflict of Interest in providing the
Services or entering into this Agreement.
10.2. The Supplier must do its best to avoid situations that may lead to a Conflict of Interest arising.
Obligation to tell ACC
10.3. The Supplier must tell ACC immediately, and in writing, if any Conflict of Interest arises in relation to the
Services or this Agreement. If a Conflict of Interest does arise the parties must discuss, agree and
record in writing whether it can be managed and, if so, how it will be managed. Each party must pay its
own costs in relation to managing a Conflict of Interest.
10.4. The Supplier will at all times during the Term of this Agreement use its best endeavours to ensure that
no action is taken by itself, its personnel and sub-contractors which could or might result in or give rise
to the existence of conditions prejudicial to or in conflict with the interests of ACC if such action touches
upon or relates to the performance of this Agreement.
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Independence
10.5. To the extent applicable, the Supplier must comply with the AC Act, and must ensure that Reviewers
comply with the Reviewer’s duties under section 138 of the AC Act. The Supplier shall:
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10.5.1. act independently and impartially when performing the Services; and
10.5.2. disclose to ACC any previous involvement that a Reviewer has had in any Referred Matter
(other than as a Reviewer) that the Supplier is aware of, when a Referred Matter is Referred to
the Supplier by ACC, and prior to the Supplier allocating the Referred Matter to a Reviewer.
10.6
For the avoidance of doubt, the parties agree that the following situations, without limitation, are a
Conflict of Interest:
10.6.1 A director, shareholder, employee or contractor of the Supplier has previously provided
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advocacy services, or advice about ACC matters to a person who has applied for a review or
has a dispute with ACC which is the subject of a Referred Matter which is referred to the
Supplier for either Reviewer Administration Services or Dispute Resolution Services. In this
situation, the parties agree that Supplier will immediately decline the Referred Matter and return
it to ACC for allocation to another supplier.
10.6.2 A person providing Dispute Resolution Services and acting as a Reviewer in respect of the
same Referred Matter (whether or not the person is engaged or employed by the same supplier
in respect of these services).
11. ISSUE RESOLUTION
11.1. Any issues or complaints raised by ACC will be directed to the Supplier’s Key Account Manager or
where the issue or complaint relates to health and safety, to the Supplier’s health and safety
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representative referred to in clause 32.3.2 for action. The Supplier will:
11.1.1. respond to the issue or complaint raised and will rectify it within reasonable timeframes
where it is appropriate or necessary to do so; and
11.1.2. advise ACC within 24 hours of receiving notification of the issue or complaint as to the
course of action (if any) and expected time required to resolve the issue.
12. INVOICING,
PAYMENT AND CREDITS
12.1. The Supplier is entitled to raise a GST invoice to be forwarded to ACC for the Services detailed in this
Agreement on completion of that Service (as described in Schedule 2 – Pricing Schedule), or at such
other time agreed between the parties in writing, as long as ACC has agreed in writing to the charge for
that Service.
12.2. The Supplier will raise and forward to the appropriate ACC cost centre, preferably in an electronic
format, any relevant consolidated GST invoices. The Supplier will raise no more than one
consolidated GST invoice per month.
12.3. Each invoice must clearly provide the following information:
12.3.1. Service details and review reference numbers;
12.3.2. ACC Cost Centre;
12.3.3. unit cost;
12.3.4. total cost;
12.3.5. quantity;
12.3.6. description;
12.3.7. details of any expenses permitted to be claimed, as described in Schedule 2 – Pricing;
12.3.8. order reference;
12.3.9. information required by Inland Revenue to ensure that this is a legitimate tax invoice for the
purposes of the Goods and Services Tax Act 1985; and
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12.3.10. any other information reasonably requested by ACC.
12.4. Subject to the Supplier complying with this Agreement and ACC receiving the Supplier’s invoice by
the 5th Working Day of the month, ACC will, , pay that invoice by direct credit to a bank account
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nominated by the Supplier no later than the 20th day of the month if the invoice is dated the
preceding month.
12.5. In the event that an invoice is disputed any refunds or credits that the Supplier is liable to pay to ACC
will be:
12.5.1. transacted the month the credit is applied;
12.5.2. made against the ACC Cost Centre that received the initial charge.
12.6. ACC will be billed monthly, or as otherwise stipulated in Schedule 1 - Scope of Services.
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12.7. ACC will pay any GST that is payable.
12.8. Despite anything stated or implied in this Agreement, ACC is under no obligation to ensure any
minimum number of Services are carried out over the Term of this Agreement or any part of it or to
ensure any minimum amount becomes payable to the Supplier at any time or at all.
13. VARIATION TO CONTRACT PRICING
13.1. The Fees as detailed in Schedule 2 - Pricing Schedule will be fixed for the first year after the
Commencement Date and thereafter subject to variation at no more than twelve-monthly intervals.
13.2. Each request by a party of a Fees variation for Schedule 2 - Pricing Schedule will be in writing and
will be supported by documentary evidence to justify and permit verification of the variation claimed.
Where the Supplier requests a Fees variation, the Supplier must make such request before 31 March
of the relevant year.
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13.3. ACC will consider a variation to Fees based on market indicators including and not limited to
Statistics New Zealand Labour Cost Index (Salary and Wage Rates), and any increase in costs
relating to the Services.
13.4. ACC will consider a variation for costs incurred by a Supplier in relation to the Services, such as,
legal costs.
13.5. Approval of Fee variations, as outlined in 13.3, or variations for cost incurred, as outlined in 13.4, is
at the sole discretion of ACC. ACC will not unreasonably refuse requests for Fee variation or
recovery of cost incurred.
13.6. If the parties cannot agree on a Fee variation the issue shall be resolved according to the disputes
procedure in clause 25. Until the dispute is resolved the previously applicable Fees shall continue to
apply.
13.7. Both parties acknowledge that the Fees for Schedule 2 - Pricing Schedule may be reviewed annually
from the Commencement Date and are fixed between annual reviews. This sub-clause in no way
invalidates ACC’s right to seek Fee decreases pursuant to other provisions contained in this
Agreement.
13.8. Notwithstanding the provisions of any of the foregoing sub-clauses of this clause, either party may at
any time apply for a change in the Fee applicable to a Service. Such applications need not be
supported by documentation.
13.9. The prices described in this Agreement are the total prices payable in connection with the Services
provided to ACC by the Supplier under this Agreement (including account management, supply of
Services to ACC, attending meetings, quotations, staff costs, surveys, invoices and reporting to
ACC). The Supplier acknowledges and agrees that the only expenses that may be charged to ACC
are the expenses permitted to be claimed in Schedule 2 – Pricing Schedule. No management Fee or
any other additional amount may be charged to ACC without written confirmation from a relevant
Authorised Representative of ACC.
13.10. Any agreement to change the Fee under this clause 13 must be given effect by means of a Variation to
this Agreement under clause 18, and the provisions of that Variation will apply accordingly.
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14. COST REDUCTION PROGRAMME
14.1. During the Term of this Agreement, the Supplier will use reasonable endeavours to review the manner in
which it provides the Services and identify cost saving measures which the parties may discuss in good
faith and, if agreed will be documented by means of a variation.
15. BUSINESS CONTINUITY AND DISASTER RECOVERY
15.1. The Supplier will maintain at all times adequate disaster recovery arrangements that comply with Good
Industry Practice and will use all reasonable endeavours to ensure that such disaster recovery
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arrangements are fully implemented to the extent reasonably practicable whenever necessary.
15.2. The Supplier will provide ACC with details of its after-hours contact points.
15.3. The Supplier will at all times maintain and abide by the requirements of its Disaster Recovery Plan
and its Business Continuity Plan (each a “BCP”), both attached to Schedule 5 - Business Continuity
and Disaster Recovery Plan.
15.4. ACC reserves the right to reject any changes that the Supplier may make to each BCP provided to
ACC, but will not withhold approval without reasonable cause.
15.5. The Supplier will, to the extent that it is reasonable and prudent to do so:
15.5.1. review each BCP every 12 months from the Commencement Date;
15.5.2. test each BCP every 12 months from the Commencement Date;
15.5.3. implement any resulting changes, where approved by ACC, into the BCP every 12 months
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from the Commencement Date; and
15.5.4. Report the results of performance of clauses 15.5.2 and 15.5.3 to ACC.
16. CHANGE OF CONTRACTOR
16.1. The Supplier acknowledges and agrees that prior to the Date of Expiry of this Agreement, or earlier
termination in accordance with the Agreement, ACC must be able to maintain continuity of the
Services, whilst inviting proposals from the marketplace including other panel providers, putting a
new service supplier in place or taking over the Services itself (should it so desire).
16.2. The Supplier will co-operate to ensure that any hand-over of the Services to another supplier or to
ACC itself is conducted smoothly and professionally. The Supplier is not required to provide access
to or disclose or make available its know-how, techniques, Intellectual Property Rights or information
that is confidential to it in complying with this requirement.
16.3. In the event of the need for a hand-over of the Services either to ACC or another service provider,
the Supplier will continue to provide the Services until the Date of Expiry or Date of Termination. The
Supplier will also co-operate with ACC and any incoming service provider to develop and implement
a phase in/phase out plan with a mutually agreed schedule for hand-over of responsibilities to the
incoming service provider. This schedule will provide for full and uninterrupted provision of the
Services. The Supplier and ACC will agree the amounts the Supplier may charge ACC for these
hand-over services before the services start.
16.4. The Supplier will provide all reports and additional information required for transition, at an agreed
cost to ACC (such cost to be calculated in accordance with the Supplier’s rate card), and without
limitation on ACC’s ability to access or retrieve such reports or additional information.
16.5. This clause 16 is subject to clause 1.5.
17. PARTIES REMAIN RESPONSIBLE
Assignment/Subcontracting
17.1. The Supplier shall not assign, transfer, subcontract or otherwise dispose of any benefits, rights,
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liabilities or obligations under this Agreement or any part of this Agreement without the prior written
consent of ACC, such consent not to be unreasonably withheld.
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Ensure subcontractors bound
17.2. The Supplier shall ensure there is included in every agreement entered into with a subcontractor,
provisions which enable the Supplier to discharge and secure compliance with its obligations under
this Agreement.
Supplier not relieved
17.3. The assignment, transfer, subcontracting or other disposal of any of the Supplier’s liabilities or
obligations shall not relieve the Supplier from any liability or obligation.
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17.4. If at any time there is a change in the shareholding or ownership of the Supplier that alters the
effective control of the Supplier (other than where the Supplier, or its parent company is a company
whose shares are listed on any recognised Stock Exchange) without the Supplier obtaining ACC’s
prior written approval to the change, then ACC may, within 15 Working Days of ACC becoming
aware of the change, give to the Supplier not less than two calendar months’ Notice of the
termination of the Term of this Agreement. The Term of this Agreement shall end upon the later of
two calendar months after the date upon which the Notice is received by the Supplier and any date
specified in the Notice as the date upon which the Term shall come to an end (the relevant date
being the “Termination Date”).
18. VARIATION OF AGREEMENT
18.1. No Variation of this Agreement shall be effective, unless it is agreed in writing and signed by both
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parties or unless it is made pursuant to clause 18.2 or clause 18.3.
ACC may amend specifications
18.2. After consultation and agreement with the Supplier, ACC may at any time give Notice to the Supplier
that the provisions of any one or more of the Schedules to this Agreement (excluding prices in
Schedule 2 - Pricing Schedule) are amended or added to with effect from a date stated in the Notice,
and this Agreement shall be deemed varied accordingly with effect from that date, provided that
Notice may not be given if this would have the effect of reducing the prices payable under this
Agreement. The Supplier may claim any additional costs from ACC that it can show that it will suffer
as a result of the Variation, and upon obtaining ACC’s agreement, ACC shall be liable to pay such
additional costs to the Supplier. Once the parties have reached agreement on the Variation, the
parties will formalise the Variation in writing and will sign such Variation. If agreement cannot be
reached, either party may require the matter to be resolved under clause 25.
Variations to give effect to Government Policy Changes
18.3. Notwithstanding clause 18.2, where a change in legislation or regulations, or a ministerial direction
under the Accident Compensation Act 2001 is stated by Notice given to the Supplier by ACC to have
the effect of requiring this Agreement to be varied in any respect, this Agreement shall thereupon be
deemed to be varied in that respect, and ACC shall not be liable for any loss or additional costs
suffered or incurred by the Supplier as a result unless ACC agrees otherwise.
19. PERFORMANCE NOTICE
19.1. Without limiting any other rights or remedies of ACC, ACC may issue a Performance Notice to the
Supplier in respect of any:
19.1.1. breach of this Agreement by the Supplier that is not a trivial breach (where “trivial breach”
means a breach that is trivial in nature or, which has no discernible adverse impact on ACC);
or
19.1.2. failure to achieve a KPI or other performance measure,
(such breach or failure being a “Performance Issue
”).
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19.2. If ACC issues a Performance Notice to the Supplier, the Supplier must (at its own cost):
19.2.1. investigate the cause of the Performance Issue and issue a written report to ACC which
responds to the alleged Performance Issue, and where appropriate describes the cause of
the Performance Issue in detail and the actions proposed to be taken by the Supplier;
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19.2.2. remedy or mitigate the effects of any proven Performance Issue, or the circumstances or
issue giving rise to that Performance Issue, as soon as reasonably practicable and provide
ACC with a written report of the action taken; and
19.2.3. take all reasonable action to prevent a recurrence of the relevant Performance Issue and
notify ACC in writing of any such action taken.
19.3. If a Performance Issue that is reasonably capable of remedy has not been remedied to ACC’s
reasonable satisfaction within 20 Working Days after ACC has issued the Performance Notice (or
such longer period (if any) specified in the Performance Notice by ACC in its sole and absolute
discretion), ACC may issue to the Supplier a further notice which specifies that the relevant
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Performance Issue has not been remedied (“Unresolved Performance Notice”).
19.4. The fact that ACC issues a Performance Notice or an Unresolved Performance Notice in relation to
any breach of this Agreement does not prevent ACC from claiming, at any time, that the relevant
breach is, or was, a Material breach for the purposes of clause 22.1.
20. TERMINATION OR SERVICE CANCELLATION BY NOTICE
By Notice as of right
20.1. Either party may, without incurring any liability to the other party for damages or other compensation,
at any time give to the other party no less than:
20.1.1. six calendar months’ Notice of termination of the Term of this Agreement; or
20.1.2. six calendar months’ Notice of the cancellation from this Agreement of a particular Service,
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without limiting paragraph 4.4 of Schedule 1 – Scope of Services.
Termination Date
20.2. The later of six calendar months after the date upon which such Notice is received by the party
receiving the Notice of termination and any date specified in the Notice as the date upon which the
Term shall come to an end, shall be the date upon which the Term of this Agreement shall come to
an end (the “Termination Date”).
Date of Cancellation
20.3. The later of six calendar months after the date upon which such Notice is received by the party
receiving the Notice of termination and any date specified in the Notice as the date at which the
Service is to be cancelled, shall be the date when the Service is removed from this Agreement (“Date
of Cancellation”). From the Date of Cancellation the Supplier is released from the obligation to
provide that particular Service, and ACC is released from the obligation to pay for that Service
provided after that date.
21. TERMINATION ON INSOLVENCY
Immediate Termination without Prior Notice
21.1. The Term of this Agreement shall end immediately (without any requirement for prior Notice) by
reason of a deemed breach of this Agreement by the Supplier on the bankruptcy or liquidation of the
Supplier. (This shall not apply, however, in the case of a liquidation of the Supplier for the purpose of
reconstruction or amalgamation where the terms have been approved by ACC.)
Termination Date
21.2. The date the Supplier is adjudicated bankrupt or the date of appointment of a liquidator in respect of
the Supplier is the date upon which the Term shall end (the relevant date being the “Termination
Date”).
Immediate Termination on Notice
21.3. If an Insolvency Event has occurred in respect of the Supplier and if, at any time thereafter, ACC
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gives Notice of termination of the Term of this Agreement to the Supplier, the Term of this Agreement
shall end immediately by reason of a deemed breach of this Agreement by the Supplier.
Termination Date
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21.4. The date a Notice given by ACC in accordance with clause 21.3 is received by the Supplier is the
date upon which the Term shall end (the relevant date being the “Termination Date”).
22. TERMINATION FOR BREACH OR PERFORMANCE ISSUE
Notice of breach
22.1. If either party considers that the other has committed a Material breach of any provision of this
Agreement or either party has provided information to either party that is misleading or inaccurate in
any Material respect, that party may give Notice to the other specifying the breach and giving the
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other party ten (10) Working Days for the breach to cease, and/or to remedy the breach if it is
capable of remedy.
22.2. If the Material breach has not ceased or if the Material breach being capable of remedy has not been
remedied within the period of ten (10) Working Days, then the party which gave the Notice may
forward to the other party a Notice of termination of the Term of this Agreement.
Performance Issue
22.3. ACC may terminate this Agreement with immediate effect by giving Notice to the Supplier:
22.3.1. if the Supplier receives three or more validly issued Performance Notices during any period
of three (3) consecutive months; or
22.3.2. if the Supplier receives three (3) or more of either, or a combination of, the following:
22.3.2.1. validly issued Performance Notices in respect of any Performance Issue not
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reasonably capable of remedy within 20 Working Days of receipt of the relevant
Performance Notice; or
22.3.2.2. validly issued Unresolved Performance Notices,
during any period of 12 consecutive months; or
22.3.3. if the Supplier receives four (4) or more of either, or a combination of, the following:
22.3.3.1. validly issued Performance Notices in respect of any Performance Issue not
reasonably capable of remedy within 20 Working Days of receipt of the relevant
Performance Notice; or
22.3.3.2. validly issued Unresolved Performance Notices,
during any period of 18 consecutive months.
Termination Date
22.4. The Term of this Agreement shall end upon the date of receipt by the other party of the Notice of
termination given under clause 23.1 or clause 22.3 or any date specified in the Notice as the date
upon which the Term shall come to an end (the relevant date being the “Termination Date”).
Release from Termination Date
22.5. From the Termination Date, the Supplier is released from the obligation to provide any further
Services, and ACC is released from the obligation to pay for Services provided after the Termination
Date.
Termination for fraud
22.6. If ACC considers on reasonable grounds that the Supplier has defrauded ACC (whether or not ACC
prosecutes the Supplier) ACC will consider this to be a Material breach and may terminate this
Agreement immediately by providing Notice to the Supplier.
Termination of Agreement or Service
22.7. Any right of ACC to terminate this Agreement under this clause 22 may be exercised in relation to the
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entire Agreement or the provision of a particular Service.
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23. TERMINATION OR EXPIRY OF TERM - RIGHTS PRESERVED
Release from Termination Date or Date of Expiry
23.1. Subject to clause 1.5, from the Termination Date or the Date of Expiry, the Supplier is freed from the
obligation to provide any further Services, and ACC is freed from the obligation to pay for Services
provided after that date.
Termination or Expiry without Prejudice to Rights
23.2. Termination in accordance with this Agreement or through the expiry of the Term shall be without
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prejudice to the rights, other remedies and obligations of either party under this Agreement or under
the Law which may have arisen before or on the Termination Date or the Date of Expiry, and such
rights, other remedies and obligations continue to have effect and may be enforced after the relevant
date. Termination shall also be without prejudice to any other rights of the party who gave the Notice
of termination. ACC may deduct any amount to which it is entitled as a result of the Supplier’s
breach of this Agreement from moneys otherwise payable to the Supplier.
Clauses that remain in force
23.3. The clauses that by their nature should remain in force on expiry or termination of this Agreement do
so, including clauses 1.5, 12, 16, 23, 24, 25, 30, 35, 36, 37, 38, 39, 40, 41 and 43.
24. INDEMNITY
24.1. Each party will indemnify, and will keep indemnified the other party against all claims, costs (including
solicitor and client costs), liabilities and losses suffered or incurred by that other party as a result of
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any act or omission by the first party in respect of this Agreement or to any alleged breach by the first
party of any Law, except to the extent that the same arises as a result of any act or omission of the
other party. ACC may deduct any amount to which it is entitled to be so indemnified from moneys
otherwise payable to the Supplier. A Party wishing to rely on this clause must inform the other party
as soon as the potential claim is identified. The Party relying on this clause must follow the other party’s
reasonable instructions to mitigate loss or damage in relation to the claim.
25. DISPUTES
Step to resolve disputes
25.1. The parties agree to use their best endeavours to resolve any dispute or difference that may arise
under this Agreement. The following process will apply to disputes:
25.2. Each party must notify the other if it considers a matter is in dispute. The Contract Managers will
attempt to resolve the dispute through direct negotiation. If the Contract Managers have not resolved
the dispute within ten (10) Working Days of notification, they will refer it to the parties’ Senior
Managers for resolution.
25.3. If the Senior Managers have not resolved the dispute within ten (10) Working Days of it being
referred to them, the parties shall refer the dispute to mediation or some other form of alternative
dispute resolution agreed by the parties.
Mediation
25.4. If a dispute is referred to mediation, the mediation will be conducted:
25.4.1. by a single mediator agreed by the parties or if they cannot agree, appointed by the
President of the New Zealand Law Society or their delegate;
25.4.2. on the terms of the Resolution Institute standard mediation contract (New Zealand version)
(or if no New Zealand version exists, a contract agreed by both parties); and
25.4.3. at a fee to be agreed by the parties or if they cannot agree, at a fee determined by the
President of the New Zealand Law Society or their delegate.
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25.5. Each party will pay its own costs of mediation or alternative dispute resolution under this clause 25.
Parties to continue to comply with Agreement
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25.6. Notwithstanding the existence of a dispute, the parties shall continue to fully comply with their
obligations under this Agreement in accordance with and subject to its provisions.
Taking court action
25.7. Each party agrees not to start any court action in relation to a dispute until it has complied with the
process described in clause 25, unless court action is necessary to preserve a party’s rights.
26. NOTICES
Sending
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26.1. All Notices and other communications provided for or permitted under this Agreement shall be sent
by mail with postage prepaid, or by hand delivery or by email to the address or person specified in
Schedule 4 - Contact Details.
Deemed time of giving
26.2. All such Notices or communications shall be deemed to have been duly received:
26.2.1. four (4) Working Days after being deposited in the mail by the sender with all postage
prepaid;
26.2.2. on delivery when delivered by hand by or on behalf of the sender;
26.2.3. if sent by email, at the time the email enters the recipient’s information system as evidenced
by a delivery receipt requested by the sender and is not returned undelivered or as an error.
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Deemed time of delivery
26.3. A Notice received on a day that is not a Working Day or after 5pm on a Working Day will be
considered to be received on the next Working Day.
27. NO EXTENSION OR RENEWAL
27.1. Nothing in this Agreement shall be taken or read as expressly or impliedly warranting that the
Supplier is entitled to an extension or renewal of this Agreement at any time, or to any further
agreement with ACC. The Supplier shall not have any claim against ACC for any costs or expenses
incurred in anticipation of a further agreement or that this Agreement will be extended or renewed, or
for any anticipated income, profits or other sums whatsoever.
28. WAIVER
28.1. No failure or delay on the part of either party to exercise any right, power or privilege under this
Agreement shall operate as a waiver nor shall any single or partial exercise or the exercise of any
other right or power or privilege whether arising under the Law or this Agreement.
29. INSURANCE
Insurance policies
29.1. The Supplier must effect and maintain with a reputable insurer for the term of this Agreement, and for
3 years following termination or expiry, the following types of insurance:
29.1.1. public liability insurance;
29.1.2. professional indemnity insurance; and
29.1.3. other insurance reasonably required and notified to you by ACC,
in each case to be held with reputable insurers and the amount and terms of such insurance cover to
be adequate to protect ACC from non-performance of the Supplier’s obligations under this
Agreement, having regard to clause 41.
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Evidence of Insurance
29.2. The Supplier is required to provide ACC with evidence of its current insurances and evidence that all
premiums have been paid as a condition precedent to the commencement of this Agreement.
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Prompt information
29.3. The Supplier must promptly inform ACC of:
29.3.1. any claims relating to this Agreement against the insurance policies referred to in clause
29.1; and
29.3.2. any material change to, cancellation or non-renewal of, such policies.
Currency of insurance
29.4. The Supplier must, upon request by ACC, provide ACC with evidence that all insurance cover
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required by clause 29.1 is current and meets the other requirements of this Agreement, and evidence
showing that all premiums have been paid.
30. INTELLECTUAL PROPERTY
30.1.
Ownership of Intellectual Property Rights
30.1.1. Pre-existing Intellectual Property Rights remain the property of their current owner.
30.1.2. All Intellectual Property Rights in any modifications, adaptations and additions to Pre-existing
Intellectual Property Rights that are developed, commissioned or created under or in
connection with this Agreement will be owned by the owner of the relevant Pre-existing
Intellectual Property Rights.
30.1.3. Subject to clause 30.1.2 and clause 30.1.5, New Intellectual Property Rights in all original
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work included in the materials created by the Supplier and its employees in or in connection
with the Services or this Agreement will be owned by the Supplier on its creation.
30.1.4. The Supplier grants to ACC a non-transferable, perpetual, non-exclusive, irrevocable,
unlimited, worldwide and royalty-free license to use, but not sub-license, for any purpose
related to ACC’s usual stator functions, all Intellectual Property Rights which are created as
a result of, or in connection with the Services or otherwise in connection with this Agreement
that are not owned by ACC (the “Licensed Intellectual Property”). This license includes the
right to use, copy, and modify the Licensed Intellectual Property, as necessary to allow ACC
to carry out its usual or statutory functions.
30.1.5. For the avoidance of doubt, all Intellectual Property Rights in the decisions provided by a
Reviewer as part of the Reviewer Services shall become the property of ACC when they are
created.
30.1.6. The Supplier must not use ACC’s branding or logo, or other Intellectual Property Rights of
ACC, without first obtaining written agreement from ACC’s Contract Manager. ACC hereby
provides its permission for the Supplier to use ACC’s reporting templates and decision
templates in order for the Supplier to perform the Services.
30.2.
Supplier indemnity
30.2.1. The Supplier warrants that it is legally entitled to do the things stated in clause 30.1 with the
relevant Intellectual Property Rights in the Services.
30.2.2. The Supplier warrants that:
30.2.2.1. the Pre-existing Intellectual Property Rights and New Intellectual Property Rights
provided by the Supplier and incorporated in the Services do not infringe the
Intellectual Property Rights of any third party; and
30.2.2.2. the Services and any other materials provided by the Supplier, and ACC’s use of
them, will not infringe any Intellectual Property Rights of any third party.
30.2.3. The Supplier indemnifies ACC in respect of any expenses, damage, loss or liability incurred
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by ACC in connection with any third party that the delivery of the Services and any other
materials provided by the Supplier to ACC or ACC’s use of them, infringes a third party’s
rights. This indemnity is not subject to any limitation or cap of liability that may be stated
elsewhere in this Agreement.
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31. FORCE MAJEURE
31.1. The Supplier’s obligations to perform the Services (or any part thereof) will be suspended so long as
and only to the extent that fulfilment of the obligations and performance of the relevant part of the
Services is prevented by reason of Force Majeure. Subject to the remainder of this clause 31,
neither party will be liable for any act, omission or failure by it under this Agreement to the extent that
act, omission or failure results directly from a Force Majeure event.
31.2. A suspension of the Services under clause 31.1 by reason of Force Majeure, shall not be effective
until such time as the Supplier has given Notice to ACC of the occurrence of the Force Majeure event ACT
and claiming the suspension of Services pursuant to clause 31.1.
31.3. When the Supplier is claiming suspension of Services pursuant to clause 31.1, the Supplier must, by
the exercise of Good Industry Practice, use all reasonable endeavours to:
31.3.1. overcome, and mitigate the effects of, the Force Majeure;
31.3.2. agree arrangements with ACC to overcome, and mitigate the effects of, the Force Majeure;
and
31.3.3. resume and complete its obligations under this Agreement as soon as reasonably
practicable.
31.4. If by reason of Force Majeure the Supplier is unable to perform any obligation under this Agreement
for a period of ten (10) Working Days ACC may on giving five (5) Working Days’ Notice to the
Supplier cancel this Agreement.
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31.5. Cancellation of this Agreement under this clause 31 shall not prejudice the rights of ACC against the
Supplier in respect of any matter or thing occurring under this Agreement before cancellation.
32. HEALTH AND SAFETY
32.1. In performing its obligations under this Agreement, the Supplier must:
32.1.1. comply with all relevant health and safety legislation including the Health and Safety at Work
Act 2015 ("HSW Act 2015");
32.1.2. so far as reasonably practicable, ensure the health and safety of:
(a) ACC's and the Supplier's personnel;
(b) Reviewers; and
(c) the Customers;
32.1.3. take all practical steps to ensure that no act or omission gives rise to, or is likely to give rise
to, the issue of an improvement or prohibition notice, enforcement action or a prosecution
under any health and safety legislation (including the HSW Act 2015) against ACC or the
Supplier;
32.1.4. advise ACC in writing as soon as possible of:
a) any hazards or risks that the Supplier or its subcontractors or Reviewers identifies or
creates, and all accidents, incidents and close calls, relating to the Services on ACC's
premises or otherwise within ACC's control (using the online form provided by ACC);
b) all notifiable events (as defined in the HSW Act 2015) relating to the Services (using the
online form provided by ACC) and events required to be notified to ACC pursuant to
ACC’s online health and safety reporting tool (available at https://www.acc.co.nz/for-
providers/report-health-safety-incidents/#incidents-you-should-report) (as updated from
time to time);
c) any contact by any regulatory agency in relation to any health, safety or environmental
matter relating to the Services (unless the Supplier is prohibited by law from so advising
ACC);
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d) comply with ACC's reasonable instructions in relation to any matter referred to in sub
clause (32.1.4), including the “Third Party Health and Safety Incident Reporting” at Annex
2 of Schedule 1 and the “Provider Health & Safety Risks” at Annex 3 of Schedule 1; and
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e) use any incident escalation process that is agreed between the parties.
32.2.
Right of removal: The Supplier must promptly remove from any site any employee or agent of the
Supplier (or employee or agent of any subcontractor of the Supplier), performing the Services or any
Reviewer providing Review Services, as ACC may reasonably require.
32.3.
Work planning: Prior to commencing the Services both parties shall:
32.3.1. meet and consult (with any other suppliers or third parties as may be required) on the
security, health and safety policies, safety and works requirements and any other local
instructions for the premises the Supplier will be using to deliver Services; and
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32.3.2. develop a health and safety plan detailing the agreed safety processes and procedures both
parties are required to follow when performing any Services on those premises, and comply
with that plan and detailing a representative of the Supplier to be responsible for attending to
health and safety incidents. This health and safety plan must be approved by ACC before
the Supplier commences the provision of the Services.
32.4.
Training: The Supplier will ensure that its staff providing the Services receive regular training in
health and safety procedures, including with respect to identifying potential warning signs, triggers for
customer risk behaviour and de-escalation techniques.
33. STAFF SAFETY
33.1. At all times, the Supplier will provide a safe work environment for all persons present when
conducting any review hearings, dispute resolution meetings.
INFORMATION
9(2)(c)
33.2.
33.3. The following behaviour is unacceptable and the Supplier will advise any persons present behaving
in this manner that if the behaviour continues then the case conference, review hearing, or dispute
resolution meeting will be stopped:
33.3.1. unwelcome or offensive gestures;
33.3.2. abusive or obscene language;
33.3.3. racist or sexist comments;
33.3.4. verbal or physical intimidation;
33.3.5. any verbal or written threat;
33.3.6. sexual harassment;
33.3.7. physical violence; or
33.3.8. defacing or destroying property.
33.4. The Supplier will not hold a case conference, review hearing, or dispute resolution meeting if it has
reasonable cause to believe that any person present is under the influence of and impaired by
alcohol, drugs or solvents.
33.5. The Supplier will notify ACC as soon as practicable if any incident under clauses 33.3 or 33.4 occurs.
33.6. The Supplier must inform ACC's Contract Manager about any follow-up action that has been taken in
relation to any incident under clauses 33.3 or 33.4 (e.g. debrief/report to police/warning the
customer/trespass notice) as soon as practicable after that follow-up action has been taken but no
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later than one Working Day after the incident has occurred.
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