AGREEMENT
between the
COMMONWEALTH OF AUSTRALIA
as represented by the
Department of Health and Ageing
ABN 83 605 426 759
and
Diabetes Australia
ABN 47 008 528 461
for
THE NATIONAL DIABETES SERVICES SCHEME
TABLE OF CONTENTS
1. INTERPRETATION .....................................................................................................................4
2. TERM ......................................................................................................................................14
3. FUNDING FOR THE SCHEME ..................................................................................................14
4. OTHER CONTRIBUTIONS ........................................................................................................15
5. TAXES, DUTIES AND GOVERNMENT CHARGES ......................................................................15
6. CONDUCT OF THE SCHEME ...................................................................................................16
7. ADMINISTRATION OF THE SCHEME.......................................................................................16
8. DELIVERY OF THE SCHEME ....................................................................................................18
9. QUALITY AND PERFORMANCE FRAMEWORK........................................................................18
10. KEY DOCUMENTS ................................................................................................................19
11. RESPONSIBILITY ..................................................................................................................21
12. MANAGEMENT OF FUNDS AND BANK ACCOUNT ..............................................................21
13. RECORDS AND REPORTS .....................................................................................................22
14. LIAISON ...............................................................................................................................25
15. ACCESS TO PREMISES AND MATERIALS .............................................................................25
16. SCHEME MATERIAL AND INTELLECTUAL PROPERTY ..........................................................26
17. TRADE MARK ......................................................................................................................27
18. ACKNOWLEDGMENT OF COMMONWEALTH FUNDS AND SCHEME BRAND USAGE .........30
19. ASSETS ................................................................................................................................30
20. SUSPENSION AND TERMINATION ......................................................................................32
21. FORCE MAJEURE EVENT .....................................................................................................34
22. TRANSITION ........................................................................................................................35
23. REPAYMENT OF FUNDS ......................................................................................................36
24. INDEMNITY .........................................................................................................................37
25. INSURANCE .........................................................................................................................37
26. CONFIDENTIALITY ...............................................................................................................38
27. PROTECTION OF PERSONAL INFORMATION ......................................................................39
28. FREEDOM OF INFORMATION .............................................................................................41
29. CONFLICT OF INTEREST ......................................................................................................41
30. COMPLIANCE WITH LAW AND POLICIES ............................................................................42
31. DISPUTE RESOLUTION ........................................................................................................42
32. DIABETES AUSTRALIA WARRANTIES AND UNDERTAKINGS ...............................................43
33. NOTICES ..............................................................................................................................45
34. NEGATION OF EMPLOYMENT, PARTNERSHIP AND AGENCY..............................................46
35. SURVIVAL ............................................................................................................................46
SCHEDULE 1 - ADMINISTRATIVE DETAIL........................................................................................47
SCHEDULE 2 - SCHEME OVERVIEW................................................................................................51
SCHEDULE 3 - FUNDS AND PAYMENT ...........................................................................................53
SCHEDULE 4 - SCHEME MANAGEMENT AND GENERAL ADMINISTRATION ..................................60
SCHEDULE 5 - ORGANISATIONS WHICH SUPPORT THE SCHEME ..................................................68
SCHEDULE 6 - PRODUCT SUPPLY AND DELIVERY ..........................................................................76
SCHEDULE 7 - REGISTRANT ELIGIBILITY, ACCESS AND SUPPORT SERVICES ..................................81
SCHEDULE 8 - NATIONAL DEVELOPMENT PROGRAMS .................................................................91
SCHEDULE 9 - TRANSITION PLAN...................................................................................................97
SCHEDULE 10 - GUIDELINES AND STANDARDS .............................................................................99
2
THIS Agreement is made
between the
COMMONWEALTH OF AUSTRALIA, as represented by the Department of Health and Ageing
ABN 83 605 426 759
and
DIABETES AUSTRALIA, ACN 008 528 461, ABN 47 008 528 461, having its registered office at
Level 1, 101 Northbourne Avenue, Turner, ACT, 2612 ('Diabetes Australia’)
RECITALS:
A.
Through the National Diabetes Services Scheme, the Commonwealth and
Diabetes Australia aim to enhance the capacity of people with diabetes to
understand and manage their life with diabetes, and in this way to assist them
to live a life in which the impact of diabetes is minimised and in which their
overall health outcome is improved.
B.
This will be achieved through the National Diabetes Services Scheme by
ensuring that persons with diabetes have timely, reliable and affordable access,
on a national basis, to the supplies and services required for the effective self
management of their condition.
C.
Section 9C of the National Health Act 1953 (Cth) allows the Minister for Health and
Ageing on behalf of the Commonwealth to enter into an arrangement with a body
corporate established for a public purpose under a law of a State or Territory for and in
relation to the supply of medical or surgical aids, equipment or appliances prescribed for
the purposes of paragraph 9A(1)(a) to persons who require them.
D.
This Agreement constitutes an arrangement under section 9C of the National Health Act
1953 (Cth).
E.
The Commonwealth wishes to fund Diabetes Australia to administer the National
Diabetes Services Scheme on behalf of the Commonwealth on the terms and conditions
of this Agreement. Without binding the Commonwealth, it is the intention of Diabetes
Australia to seek the Commonwealth's approval to transfer the Scheme to a new sole
purpose company to be established by Diabetes Australia and the State and Territory
Agents within 12 months after commencement of this Agreement. To avoid doubt, if
the Commonwealth does not agree to the transfer, Diabetes Australia must continue to
deliver the Scheme in accordance with this Agreement.
F.
Diabetes Australia recognises the need for proper accountability for the
administration of the National Diabetes Services Scheme and for the use and
expenditure of the Funds and Registrant Contributions, and agrees to accept
responsibility for the administration of the National Diabetes Services Scheme,
the Funds and the Registrant Contributions on the terms and conditions of this
Agreement.
3
THE PARTIES AGREE as follows:
1.
INTERPRETATION
1.1
In this Agreement, unless the contrary intention appears:
‘Access Point’ means any organisation appointed by an Agent under Item 5 of
Schedule 5;
‘Access Point Connectivity’ means the Diabetes Australia project known as Access
Point Connectivity (and previously known as Sub-agent Connectivity), which has as its
purpose the implementation of a direct connectivity, via a web front end, to the
Scheme information system in order to allow accessing and processing of Registrants,
sales and stock information via electronic means;
'Access Point Guidelines' has the meaning given in Item 8 of Schedule 5;
'Access Point Report' has the meaning given in Item 9 of Schedule 5;
‘Agent’ means any organisation engaged by Diabetes Australia to provide Services
under the Scheme;
‘Agreement’ means this document and includes the Schedules and any Attachments;
‘Agreement Period’ means the period starting on 1 July 2011 and ending on 30 June
2016 or the date of any earlier termination;
‘Aim of the Scheme’ means the Scheme’s objectives and outcomes described in
Recital B and Schedule 2;
'Annual Plan' has the meaning given in Item 5 of Schedule 4;
'Annual Product Estimate' means the amount determined in accordance with Item 3.3
of Schedule 3;
'Annual Services Estimate' means the amount determined in accordance with Item 3.9
of Schedule 3;
'Annual Supply Estimate' means the amount determined in accordance with Item 3.6
of Schedule 3;
'Annual Survey' has the meaning given in Item 5 of Schedule 7;
‘Approved Auditor’ means a person who is:
(a)
registered as a company auditor under the Corporations Act 2001 (Cth) or an
appropriately qualified member of the Institute of Chartered Accountants in
Australia, or of CPA Australia or the National Institute of Accountants; and
(b)
not a principal, member, shareholder, office holder or employee of Diabetes
Australia;
‘Assets’ means:
(a)
items identified in Item 4 of Schedule 1; and
(b)
items of tangible property purchased or leased either wholly or in part with
the use of the Funds or Registrant Contributions, with a value at the time of
acquisition of $5,000 or more, inclusive of GST,
4
excluding Products and Scheme Material;
‘Auditor-General’ means the office established under the Auditor-General Act 1997
(Cth) and includes any other person that may, from time to time, perform the
functions of that office;
‘Auditor's Management Letter’ means the written communication by the Approved
Auditor to the management of Diabetes Australia which identifies significant matters
relating to the audit, or identified as a result of the audit procedures performed, as
required by Australian Auditing Standards and includes Diabetes Australia's
management comments;
‘Australian Accounting Standards’ means the standards of that name maintained by
the Australian Accounting Standards Board referred to in section 227 of the Australian
Securities and Investments Commission Act 2001 (Cth);
‘Australian Auditing Standards’ means the standards maintained by the Auditing and
Assurance Standards Board referred to in section 227A of the Australian Securities and
Investments Commission Act 2001 (Cth) and generally accepted audit practices to the
extent they are not inconsistent with such standards;
'Base Registrant Contributions' has the meaning given in Item 2.4 of Schedule 3;
'Budget' has the meaning given in Item 5 of Schedule 4;
‘Business Day’ means, in relation to the doing of any action in a place, any day other
than a Saturday, Sunday, or public holiday in that place;
'Change in Control' means any of the following:
(a)
where the power (whether formal or informal, whether or not having legal or
equitable force, whether or not based on legal or equitable rights and
whether direct or indirect, including through one or more entities):
(i)
to control more than half of the voting power of Diabetes Australia;
(ii)
to control the composition of the board of directors of Diabetes
Australia; or
(iii)
to control more than half of the issued capital of Diabetes Australia,
excluding any part of it which carries no right to participate beyond a
specified amount in the distribution of either profit or capital,
resides with persons other than those holding that power at the
commencement of this Agreement;
(b)
where Diabetes Australia undergoes a significant corporate restructure;
(c)
where there is any significant change in the membership of Diabetes
Australia; or
(d)
where Diabetes Australia ceases to be a body corporate established for a
public purpose under a law of a State or Territory;
‘Committed’ in relation to Funds or Registrant Contributions means Funds or
Registrant Contributions that can be identified as payable by Diabetes Australia in
5
legally binding contractual arrangements between Diabetes Australia and other
persons engaged to provide goods or services in relation to the Scheme, and Funds or
Registrant Contributions that have been set aside by Diabetes Australia to make
legitimate provision for future statutory and other liabilities;
‘Commonwealth’ means the Commonwealth of Australia as represented by the
Department;
‘Commonwealth Confidential Information’ means information of the Commonwealth
that:
(a)
is by its nature confidential;
(b)
is designated by the Commonwealth as being confidential; or
(c)
Diabetes Australia knows or ought to know is confidential;
but does not include information that:
(d)
is or becomes public knowledge other than by breach of this Agreement or by
any other unlawful means;
(e)
is in the possession of Diabetes Australia without restriction in relation to
disclosure before the date of receipt from the Commonwealth; or
(f)
has been independently developed or acquired by Diabetes Australia;
‘Commonwealth Contact Officer’ means the person or position holder specified in
Item 1 of Schedule 1, or any other person notified to Diabetes Australia by the
Commonwealth for this purpose;
‘Commonwealth Material’ means any Material:
(a)
provided by the Commonwealth to Diabetes Australia for the purposes of this
Agreement; or
(b)
copied or derived at any time from the Material referred to in paragraph (a),
and includes any Material identified as Commonwealth Material in Item 6 of
Schedule 1;
‘Conflict’ means any conflict of interest, any risk of a conflict of interest and any
apparent conflict of interest arising through Diabetes Australia or Diabetes Australia
Personnel engaging in any activity or obtaining any interest that is likely to conflict
with or restrict Diabetes Australia in performing the Scheme fairly and independently;
‘Consumer Price Index’ means the All Groups Consumer Price Index number that is the
weighted average of eight capital cities published by the Australian Bureau of
Statistics;
‘Department’ includes any department or agency of the Commonwealth which is from
time to time responsible for the administration of this Agreement;
‘Depreciation’ means depreciation calculated for income tax purposes under, and in
accordance with, the Income Tax Assessment Act 1997;
6
‘diabetes’ means Type 1 (formerly known as Insulin Dependent Diabetes Mellitus or
IDDM), Type 2 (formerly known as Non-Insulin Dependent Diabetes Mellitus or
NIDDM), gestational diabetes and other specific types, including:
(a)
genetic defects of beta cell function (eg MODY 1,2,3,4,5,6);
(b)
genetic defects in insulin action;
(c)
diseases of the exocrine pancreas (eg neoplasia, cancer of the pancreas, cystic
fibrosis, pancreatitis);
(d)
endocrinopathies (eg Cushing’s);
(e)
drug or chemical induced (eg Vacor, Nicotinic Acid, Glucocorticoids,
Thiazides);
(f)
infections (eg congenital rubella, Coxsackie, CMV);
(g)
uncommon forms of immune-mediated diabetes; or
(h)
other genetic syndromes sometimes associated with Diabetes;
(Definition and diagnosis of diabetes mellitus and intermediate
hyperglycemia: report of a WHO/IDF consultation. ISBN 92 4 159493 4 (NLM
classification: WK 810) ISBN 978 92 4 159493 6)
‘Diabetes Australia Contact Officer’ means the person or position holder specified in
Item 2 of Schedule 1, or any other person notified to the Commonwealth by Diabetes
Australia for this purpose;
‘Diabetes Australia Personnel’ means:
(a)
officers, employees, agents or subcontractors of Diabetes Australia; and
(b)
officers, employees, agents or subcontractors of Diabetes Australia’s agents
and subcontractors;
engaged in the performance of the Scheme, and includes those individuals (if any)
engaged in the performance of the Scheme on a voluntary basis by Diabetes Australia
or its agents or subcontractors;
'Direct Cost Component' has the meaning given in Item 1.3 of Schedule 3;
‘End of Financial Year Report’ means a Report in accordance with clause 13.4;
‘Existing Material’ means all Material in existence prior to the commencement of this
Agreement:
(a)
incorporated in;
(b)
supplied with, or as part of; or
(c)
required to be supplied with, or as part of,
the Scheme Material and includes any Material identified as Existing Material in Item 7
of Schedule 1 but excludes Commonwealth Material;
7
‘Final Report’ means the Report in accordance with clause 13.5;
‘Financial Report’ means Diabetes Australia's financial report comprising:
(a)
a balance sheet;
(b)
an income statement;
(c)
a statement of changes in equity showing either:
(i)
all changes in equity; or
(ii)
changes in equity other than those arising from transactions with
equity holders acting in their capacity as equity holders;
(d)
a cash flow statement; and
(e)
notes, comprising a summary of significant accounting policies and other
explanatory notes;
'Fixed Component' has the meaning given in Item 1.10 of Schedule 3;
‘Force Majeure Event’ means an event relating to a Party which:
(a)
was not contemplated by that Party and could not have reasonably been
foreseen by that Party at the commencement of this Agreement;
(b)
is completely outside the control of that Party, its employees, officers and
agents;
(c)
is not an event or occurrence contemplated by, or referred to in, this
Agreement;
(d)
is not caused by the other Party or its employees, officers and agents; and
(e)
is not a result of industrial action or strike;
‘Freedom of Information Commissioner’ means the office established under the
Australian Information Commissioner Act 2010 (Cth) and includes any other person
that may, from time to time, perform the functions of that office;
‘Funds’ means the funding paid by the Commonwealth to Diabetes Australia under
this Agreement and includes ‘Funds’ under the previous Agreement which have not
been used for the purposes of the Scheme before the commencement of this
Agreement;
‘Government Agency’ means:
(a)
a body corporate or an unincorporated body established or constituted for a
public purpose by Commonwealth legislation, or an instrument made under
that legislation;
(b)
a body established by the Governor-General or by a Minister of State of the
Commonwealth, including departments; or
(c)
an incorporated company over which the Commonwealth exercises control;
8
‘Guidelines’ means the guidelines in Schedule 10 as amended from time to time by
agreement in writing between the Parties;
'Indexed Component' has the meaning given in Item 2.5 of Schedule 3;
‘Information Commissioner’ means the office established under the Australian
Information Commissioner Act 2010 (Cth) and includes any other person that may,
from time to time, perform the functions of that office;
‘Intellectual Property’ includes all copyright (including rights in relation to
phonograms and broadcasts), all rights in relation to inventions (including patent
rights), plant varieties, registered and unregistered trade marks (including service
marks), registered and unregistered designs, circuit layouts, know-how and all other
rights resulting from intellectual activity in the industrial, scientific, literary or artistic
fields;
‘Interest’ means interest calculated at the 90 day bank-accepted bill rate (available
from the Reserve Bank of Australia) less 10 basis points;
'Key Document' means a document to be provided by Diabetes Australia listed in Item
5 of Schedule 1;
'Key Performance Indicator' or 'KPI' has the meaning given in clause 9.1;
‘Law’ means any applicable statute, regulation, by-law, ordinance or subordinate
legislation in force from time to time anywhere in Australia, whether made by a State,
Territory, the Commonwealth, or a local government, and includes the common law as
applicable from time to time;
‘Material’ means documents, records, software (including source code and object
code), goods, images, information and data stored by any means including all copies
and extracts of the same;
‘Medical, Education and Scientific Advisory Council’ or 'MESAC' has the meaning
given in Item 10.6 of Schedule 5;
‘Moral Rights’ includes the following rights of an author of copyright Material:
(a)
the right of attribution of authorship;
(b)
the right of integrity of authorship; and
(c)
the right not to have authorship falsely attributed,
as defined in the Copyright Act 1968 (Cth);
'National Development Programs' has the meaning given in Item 2.1 of Schedule 8;
'National Development Programs Manual' has the meaning given in Item 3.2 of
Schedule 8;
'National Development Programs Plan and Budget' has the meaning given in Item 7.9
of Schedule 8;
'National Development Programs Report' has the meaning given in Item 9 of
Schedule 8;
'National Development Programs Strategic Plan' has the meaning given in Item 7.1 of
Schedule 8;
9
'National Gestational Diabetes Register' has the meaning given in Item 3.13 of
Schedule 4;
'National Health Professional Body Agent' means an Agent appointed to fulfil the role
described in Item 10 of Schedule 5, including the National Health Professional Body
Agents listed in Item 3.1 of Schedule 5;
'NDSS Account' has the meaning given in clause 12.1;
'NDSS Product Schedule Review' has the meaning given in Item 6 of Schedule 6;
‘Non-NDSS Material’ means Material brought into existence after the commencement
of this Agreement:
(a)
by or under the control of Diabetes Australia; and
(b)
for a purpose not related to this Agreement,
where that Material is incorporated in or supplied along with Scheme Material;
‘Ombudsman’ means the office established under the Ombudsman Act 1976 (Cth) and
includes any other person that may, from time to time, perform the functions of that
office;
‘Other Contributions’ means financial or in-kind resources (with in-kind resources
valued at market rates) from third parties or Diabetes Australia for the Scheme, other
than the Funds and Registrant Contributions;
‘Party’ means a party to this Agreement;
‘Personal Information’ means information or an opinion (including information or an
opinion forming part of a database), whether true or not, and whether recorded in a
material form or not, about a natural person whose identity is apparent, or can
reasonably be ascertained, from the information or opinion;
‘Planning Process’ has the meaning given in Item 4 of Schedule 8;
'Previous Agreement' means the agreement between the Parties in relation to the
Scheme dated 30 October 2006, as varied from time to time;
'Priority Areas' means the priority areas described in Item 5 of Schedule 8;
‘Privacy Commissioner’ means the office established under the Australian Information
Commissioner Act 2010 (Cth) and includes any other person that may, from time to
time, perform the functions of that office;
‘Product’ means a product to be supplied under the Scheme, as identified in
Schedule 6 and includes products purchased by Diabetes Australia under the Previous
Agreement which have not been supplied to sub-agents or registrants under the
Previous Agreement for the purposes of the Scheme before the commencement of
this Agreement;
'Product Schedule' means the product schedule provided by the Commonwealth to
Diabetes Australia on a monthly basis;
'Product Supply and Delivery Arrangements Review' has the meaning given in Item 5
of Schedule 6;
'Product Supply Report' has the meaning given in Item 7 of Schedule 6;
10
‘Progress Report’ means a Report of Diabetes Australia’s progress in undertaking the
Scheme in accordance with clause 13.3;
'Quality and Performance Framework' means the framework for monitoring and
managing performance of this Agreement established by clause 9 and the Key
Performance Indicators, as referred to in Item 4 of Schedule 2;
‘Registrant’ means a person registered under the Scheme;
‘Registrant Contributions’ has the meaning given in Item 2.1 of Schedule 3 and
includes amounts paid by or on behalf of registrants for products under the Previous
Agreement which have not been used for the purposes of the Scheme before the
commencement of this Agreement;
'Registrant Support Services' means the Services to be provided in accordance with
Schedule 7;
'Registrant Support Services Guidelines' has the meaning given in Item 6 of
Schedule 7;
'Registrant Support Services Plan and Budget' has the meaning given in Item 8 of
Schedule 7;
'Registrant Support Services Report' has the meaning given in Item 9 of Schedule 7;
'Registrant Support Services Review' has the meaning given in Item 6 of Schedule 7;
‘Reports’ means reports in accordance with clause 13 and the Schedules;
‘Scheme’ means the National Diabetes Services Scheme described in the
Recitals and the Schedules;
‘Scheme Confidential Information’ means information obtained by Diabetes Australia
in the performance of this Agreement or any previous agreement between the Parties
in relation to the Scheme that:
(a)
is by its nature confidential;
(b)
is designated by the Commonwealth as being confidential; or
(c)
Diabetes Australia knows or ought to know is confidential;
but does not include information that:
(d)
is or becomes public knowledge other than by breach of this Agreement or by
any other unlawful means;
(e)
is in the possession of Diabetes Australia without restriction in relation to
disclosure before the date of receipt in the performance of this Agreement; or
(f)
has been independently developed or acquired by Diabetes Australia;
‘Scheme Material’ means all Material including Reports:
(a)
brought into existence for the purpose of performing the Scheme;
(b)
(other than Non-NDSS Material) incorporated in, supplied or required to be
supplied along with the Material referred to in paragraph (a); or
11
(c)
copied or derived from the Material referred to in paragraphs (a) or (b);
and includes the Scheme Material specified in Item 8 of Schedule 1;
‘Scheme Period’ means the period specified in Item 3 of Schedule 1;
‘Services’ means the services to be performed by Diabetes Australia under the Scheme
as specified in the Schedules;
'Services Component' has the meaning given in Item 1.7 of Schedule 3;
‘Standards’ means the standards for performance of the Scheme as specified in
Schedule 10 as amended from time to time by agreement in writing between the
Parties;
'State and Territory Agent' means an Agent appointed to provide Services for a State
or Territory, including the State and Territory Agents listed in Item 3.1 of Schedule 5;
'Supplies' has the meaning given in clause 17.1;
'Supply and Delivery Component' has the meaning given in Item 1.4 of Schedule 3;
‘Third Party Material’ means all Material owned by a third party:
(a)
incorporated in;
(b)
supplied with, or as part of; or
(c)
required to be supplied with, or as part of,
the Scheme Material and includes any Material identified as Third Party Material in
Item 9 of Schedule 1;
‘Trade Mark’ means Australian registered trade mark number 1108790;
'Transition Period' means:
(a)
unless this Agreement is terminated, from the date 6 months before the end
of the Agreement Period until the end of the Agreement Period; or
(b)
if this Agreement is terminated (for any reason), 3 months from the date of
the notice of termination or such shorter period remaining until the end of
the Scheme Period;
'Transition Plan' has the meaning given in Item 2.1 of Schedule 9;
‘Unit of Product’ means a unit of Product as specified in the Product Schedule;
‘Unspent’ at a particular date means Funds or Registrant Contributions that have not
been spent or Committed by Diabetes Australia at that date; and
'Variable Component' has the meaning given in Item 1.2 of Schedule 3.
1.2
In this Agreement, unless the contrary intention appears:
(a)
words in the singular include the plural and words in the plural include the
singular;
(b)
words importing a gender include any other gender;
12
1.3
(c)
words importing persons include a partnership and a body whether corporate
or otherwise;
(d)
clause headings are inserted for convenient reference only and have no effect
in limiting or extending the language of provisions to which they refer;
(e)
all references to dollars are to Australian dollars;
(f)
where any word or phrase is given a defined meaning, any other form of that
word or phrase has a corresponding meaning;
(g)
an uncertainty or ambiguity in the meaning of a provision of this Agreement
will not be interpreted against a Party just because that Party prepared the
provision;
(h)
a reference to any statute or other legislation (whether primary or
subordinate) is to a statute or other legislation as amended from time to time;
(i)
a reference to the word ‘including’ in any form is not to be construed or
interpreted as a word of limitation;
(j)
if a day on or by which a Report or Key Document must be provided is not a
Business Day, the Report or Key Document must be provided on or by the
next Business Day; and
(k)
a reference to a ‘Recital’ is to a Recital to this Agreement, a reference to a
‘clause’ is to a clause in this Agreement, a reference to an ‘Item’ is to an Item
in the Schedules to this Agreement, a reference to a ‘Schedule’ is to a
Schedule to this Agreement and a reference to an ‘Attachment‘ is a reference
to documents attached to this Agreement.
If there is any conflict or inconsistency between:
(a)
the terms and conditions contained in the clauses of this Agreement and any
part of the Schedules, then the terms and conditions of the clauses will prevail
to the extent of the conflict or inconsistency;
(b)
the terms and conditions contained in the clauses of this Agreement and any
part of the Attachments (if any), then the terms and conditions of the clauses
will prevail to the extent of the conflict or inconsistency; and
(c)
any part of the Schedules and any part of the Attachments (if any), then the
Schedules will prevail to the extent of the conflict or inconsistency.
1.4
The Laws of the Australian Capital Territory apply to this Agreement. The Parties agree
to submit to the non-exclusive jurisdiction of the courts of the Australian Capital
Territory in respect of any dispute under this Agreement.
1.5
This Agreement records the entire agreement between the Parties in relation to its
subject matter.
1.6
No variation of this Agreement is binding unless agreed in writing between the Parties.
13
1.7
Part or all of any provision of this Agreement that is illegal or unenforceable may be
severed from this Agreement and the remaining provisions of this Agreement continue
in force.
1.8
A waiver of any provision of this Agreement must be in writing.
1.9
No waiver of a term or condition of this Agreement will operate as a waiver of another
breach of the same or of any other term or condition contained in this Agreement.
1.10
If a Party does not exercise, or delays in exercising, any of its rights under this
Agreement or at Law, that failure or delay does not operate as a waiver of those rights.
1.11
A single or partial exercise by a Party of any of its rights under this Agreement or at
Law does not prevent the further exercise of any right.
1.12
Diabetes Australia cannot assign its obligations under this Agreement, and must not
assign its rights under this Agreement without prior approval in writing from the
Commonwealth.
1.13
If the doing of any act, matter or thing under this Agreement is dependent on the
consent or approval of the Commonwealth or is within the discretion of the
Commonwealth, the consent or approval may be given or the discretion may be
exercised conditionally or unconditionally or withheld by the Commonwealth in its
absolute discretion unless express provision to the contrary has been made in this
Agreement.
1.14
The Parties acknowledge that:
(a)
without limitation, clause 19 and item 2.5.1(f) of Schedule 2 of the Previous
Agreement continue to have effect;
(b)
any amount payable by the Commonwealth to Diabetes Australia under item
2.5.1(f) of Schedule 2 of the Previous Agreement will be paid in accordance
with the Previous Agreement; and
(c)
any amount payable by Diabetes Australia to the Commonwealth under
clause 19 or item 2.5.1(f) of Schedule 2 of the Previous Agreement may be set
off against payments due to Diabetes Australia under this Agreement in
accordance with clause 3.6.
2.
TERM
2.1
This Agreement commences on 1 July 2011 and, unless terminated earlier, expires on
30 June 2016.
3.
FUNDING FOR THE SCHEME
3.1
Subject to Parliamentary appropriation and to the provisions of this Agreement, the
Commonwealth agrees to pay funding to Diabetes Australia in accordance with
Schedule 3.
14
3.2
The funding to be contributed by the Commonwealth for the performance of the
Scheme during the Scheme Period by Diabetes Australia will not exceed the amount of
funding specified in Schedule 3.
3.3
The Commonwealth may at its discretion:
(a)
defer;
(b)
reduce; or
(c)
not make,
a payment of funding where it forms the reasonable opinion that the full payment is
not properly required by Diabetes Australia because of Scheme surpluses or
underspends.
3.4
Without limiting its rights, the Commonwealth may at its discretion:
(a)
defer;
(b)
reduce; or
(c)
not make,
a payment of funding until Diabetes Australia has performed all of its obligations that
are required to be performed under this Agreement up to the date of that payment.
3.5
Diabetes Australia must submit invoices for payment at the times and in the manner
specified in Schedule 3. The amount of the invoice must not exceed the amount
properly required by Diabetes Australia for the performance of this Agreement up to
the date of the next invoice.
3.6
If Diabetes Australia is required to pay the Commonwealth any amount under this
Agreement or otherwise (including under the Previous Agreement), the
Commonwealth may set off that amount against any payment due to Diabetes
Australia under this Agreement.
4.
OTHER CONTRIBUTIONS
4.1
If Diabetes Australia proposes to accept any Other Contribution from another person
greater than $100,000 which is not already identified in the Budget approved by the
Commonwealth, Diabetes Australia must consult with the Commonwealth and must
not accept the Other Contribution without the approval of the Commonwealth.
4.2
Diabetes Australia must notify the Commonwealth in End of Financial Year Reports of
the amount, source and use of any Other Contribution not already identified in the
Budget approved by the Commonwealth.
5.
TAXES, DUTIES AND GOVERNMENT CHARGES
5.1
Subject to this clause 5, all taxes, duties and government charges (‘Taxes’) imposed or
levied in Australia or overseas in connection with this Agreement must be paid by
Diabetes Australia, or as Diabetes Australia might arrange.
15
5.2
Without limiting clause 5.1, Diabetes Australia must pay Goods and Services Tax (‘GST’)
on the goods, services and other supplies made under this Agreement (‘the supplies’)
to the extent that they are taxable supplies within the meaning of the A New Tax
System (Goods and Services Tax) Act 1999 (Cth) (‘the GST Act’).
5.3
In relation to any GST payable under clause 5.2, Diabetes Australia must issue the
Commonwealth with a tax invoice in accordance with the GST Act.
5.4
Diabetes Australia warrants it is registered in accordance with the GST Act and must
remain registered during the Agreement Period.
6.
CONDUCT OF THE SCHEME
6.1
In consideration of the provision of the Funds, Diabetes Australia must:
(a)
use the Funds and Registrant Contributions, solely and directly, for fulfilling
the obligations contained in this Agreement;
(b)
use the Funds and Registrant Contributions in accordance with Schedule 3 and
the Budget approved by the Commonwealth (if any);
(c)
perform the Scheme within the Scheme Period and according to the terms
and conditions specified in this Agreement;
(d)
perform all aspects of the Scheme (including achieving the Aim of the
Scheme);
(e)
perform the Scheme in accordance with the Key Documents approved by the
Commonwealth;
(f)
perform the Scheme in accordance with the Guidelines and the Standards;
(g)
perform the Scheme in accordance with the Key Performance Indicators;
(h)
deliver Reports in accordance with clause 13 and the Schedules; and
(i)
ensure that all work undertaken under this Agreement is in support of the
Scheme and the Aim of the Scheme.
6.2
Diabetes Australia acknowledges that the description of the Scheme in the Schedules
does not necessarily include all activities necessary for the Scheme, and agrees that it
will do all activities and other things necessary to deliver the Scheme.
7.
ADMINISTRATION OF THE SCHEME
7.1
Diabetes Australia may enter into subcontracting arrangements in order to administer
the Scheme, including arrangements with State and Territory Agents to administer the
Scheme in particular States and Territories and National Health Professional Body
Agents to provide consulting advice at many levels, in accordance with Schedule 5. A
standard form of agreement must be used between Diabetes Australia and Agents.
The Commonwealth may review the form of this agreement. For the avoidance of
doubt, any review or agreement by the Commonwealth to the form of the agreement
16
does not constitute an approval of the content and Diabetes Australia retains the sole
responsibility for ensuring compliance with the requirements of this Agreement.
7.2
The Commonwealth agrees that Diabetes Australia has a transition period of 90 days
from the commencement of this Agreement in which to implement its subcontracting
arrangements. At the end of that period State and Territory Agents representing each
State and Territory and National Health Professional Body Agents must be fully
operational consistent with the terms of this Agreement. Until State and Territory
Agents are fully operational consistent with the terms of this Agreement, Diabetes
Australia must ensure that the State and Territory Agents continue to provide Products
and Services consistent with the terms of the Previous Agreement.
7.3
Should Diabetes Australia implement any other subcontracting arrangements during
the Scheme Period, a transition period of 90 days will also apply. This period will
commence on the date the Agent signs the agreement to supply Services. At the end
of that period the Agent must be fully operational consistent with the terms of this
Agreement.
7.4
Nothing in this Agreement prevents Diabetes Australia from performing, in its own
right, all the requirements of the Scheme.
7.5
Diabetes Australia must ensure that, where an Access Point ceases for whatever
reason to be an Access Point, that organisation or a related body corporate, related
party or related entity (as those terms are defined in the Corporations Act 2001 (Cth))
does not become an Access Point within 12 months of the termination of the Access
Point agreement unless Diabetes Australia agrees in writing. Where Diabetes Australia
agrees it must notify the Commonwealth of its decision and the reasons for that
decision.
7.6
Diabetes Australia is hereby appointed for the Agreement Period to act as agent for
the Commonwealth only for the purchase of Products in accordance with this
Agreement.
7.7
Except to the extent expressly provided in clause 7.6, Diabetes Australia and any
Diabetes Australia Personnel will not be or will not be taken for any purpose to be the
agent of the Commonwealth or to have any power to bind or represent the
Commonwealth.
7.8
For the avoidance of doubt:
7.9
(a)
Funds are held and used by Diabetes Australia in accordance with this
Agreement in its own capacity and not as trustee or agent for the
Commonwealth; and
(b)
Registrant Contributions received by Diabetes Australia are received by
Diabetes Australia in its own capacity and not as agent for the
Commonwealth.
Property in any Product purchased by Diabetes Australia acting as agent for the
Commonwealth in accordance with this Agreement or the Previous Agreement vests in
17
the Commonwealth, and remains vested in the Commonwealth until the Product is
supplied to an Access Point or Registrant in accordance with this Agreement.
7.10
Products in the possession or control of Diabetes Australia are held at the risk of
Diabetes Australia however the Commonwealth recognises a benchmark of 1.0% for
uninsurable working losses and accepts the writing off of Product losses up to this
limit.
7.11
Diabetes Australia must maintain appropriate insurance for all risks and take all other
necessary measures to ensure the safe keeping of the Products.
8.
DELIVERY OF THE SCHEME
8.1
Diabetes Australia must not enter into any arrangement (including a subcontract) with
another person in relation to the performance of the Scheme, unless Diabetes
Australia is satisfied on reasonable grounds that:
8.2
(a)
the arrangement facilitates compliance by Diabetes Australia with its
obligations under this Agreement;
(b)
the arrangement in no way conflicts with or detracts from the rights and
entitlements of the Commonwealth under this Agreement;
(c)
such person is financially viable and has the relevant expertise necessary for
the proper performance of the activity in question; and
(d)
such person has all the appropriate types and amounts of insurance in order
to perform its work in relation to the Scheme.
In relation to any arrangement referred to in clause 8.1 Diabetes Australia must:
(a)
secure for itself a right to terminate the arrangement on terms no less
favourable than those accorded the Commonwealth by clause 20, in the event
of this Agreement being terminated;
(b)
ensure that any arrangement contains all the relevant terms of this
Agreement including those relating to intellectual property, audit and access,
privacy, confidentiality, warranties, indemnities and termination and ensure
that the entity complies with those terms;
(c)
ensure that any arrangement contains provisions to enable the arrangement
to be novated or assigned by Diabetes Australia to the Commonwealth or its
nominee if required by the Commonwealth; and
(d)
provide a copy of any arrangement to the Commonwealth if so requested.
8.3
Diabetes Australia must ensure the performance of the Scheme and compliance with
the requirements of this Agreement, and will not be relieved of that responsibility
because of any other arrangement it has entered into for the delivery of the
requirements of the Scheme.
9.
QUALITY AND PERFORMANCE FRAMEWORK
18
9.1
The 'Key Performance Indicators' or 'KPIs' are:
(a)
the key performance indicators specified in the Schedules; and
(b)
key performance indicators specified in Key Documents approved by the
Commonwealth.
9.2
Without limiting any other obligation of Diabetes Australia, its performance of this
Agreement is subject to assessment by the Commonwealth against the relevant KPIs.
9.3
If the Commonwealth considers at any time that Diabetes Australia has failed to meet
the KPIs, the Commonwealth may provide Diabetes Australia with notice of that fact
(including reasons).
9.4
If the Commonwealth notifies Diabetes Australia that it has failed to meet the KPIs, the
Commonwealth may require Diabetes Australia to provide to the Commonwealth
within 10 Business Days after the date of the notice a plan to correct the failure.
9.5
The Commonwealth may approve or reject a plan provided under clause 9.4, or
require Diabetes Australia to make changes to the plan before the Commonwealth
approves it.
9.6
Diabetes Australia must implement a plan approved by the Commonwealth under
clause 9.5 and report to the Commonwealth on the implementation as required by the
Commonwealth.
9.7
If the Commonwealth notifies Diabetes Australia that it has failed to meet the KPIs,
Diabetes Australia must:
(a)
take all necessary steps to ensure that the failure is promptly corrected;
(b)
correct the failure;
(c)
give notice to the Commonwealth when the failure has been corrected; and
(d)
identify steps to ensure the failure is not repeated.
9.8
The Commonwealth may repeat the assessment of Diabetes Australia's performance
against the KPIs.
9.9
This clause 9 does not limit in any way any other right, remedy or recourse of the
Commonwealth.
10.
KEY DOCUMENTS
10.1
Diabetes Australia must develop the Key Documents in accordance with the Schedules
and this Agreement.
10.2
All of the Key Documents are subject to approval by the Commonwealth.
10.3
Without limiting the requirements specified in the Schedules, the Key Documents
must:
19
(a)
be prepared in consultation with the Commonwealth;
(b)
be accurate and fit for their intended purpose in accordance with this
Agreement; and
(c)
contain adequate definitions of all key terms, words and symbols.
10.4
The Commonwealth may require Diabetes Australia to review or update a Key
Document and submit it to the Commonwealth for approval at any time.
10.5
The Commonwealth will within 20 Business Days after receipt of a Key Document or
such other period agreed between the Parties review the Key Document and notify
Diabetes Australia that it:
(a)
approves the Key Document;
(b)
approves the Key Document subject to minor amendments not affecting the
overall performance of this Agreement; or
(c)
does not approve the Key Document and provide written notice of any issues
in relation to the Key Document that the Commonwealth would like
addressed.
10.6
If the Commonwealth notifies Diabetes Australia that it does not approve a Key
Document under clause 10.5, Diabetes Australia must, within 10 Business Days after
notification by the Commonwealth, address the issues raised by the Commonwealth,
and provide to the Commonwealth the amended Key Document for its review in which
case clauses 10.5 to 10.7 apply.
10.7
If the Commonwealth notifies Diabetes Australia that it approves the Key Document
subject to minor amendments under clause 10.5(b), Diabetes Australia must make the
amendments specified by the Commonwealth as soon as practicable.
10.8
In performing the Scheme, Diabetes Australia must comply with the Key Documents
approved by the Commonwealth.
10.9
Diabetes Australia acknowledges that it is responsible for the Key Documents and for
ensuring they are adequate and meet the requirements of this Agreement. The
Commonwealth's approval of the Key Documents does not in any way reduce Diabetes
Australia's responsibility for the Key Documents or any of its obligations and
responsibilities under this Agreement.
10.10
In this Agreement, a reference to a Key Document approved by the Commonwealth
means the latest version of the Key Document that:
(a)
the Commonwealth has approved under clause 10.5(a); or
(b)
the Commonwealth has approved subject to minor amendments under clause
10.5(b) and that has been amended to incorporate those minor amendments.
20
11.
RESPONSIBILITY
11.1
Diabetes Australia agrees to be fully responsible for the performance of the Scheme
and for ensuring compliance with the requirements of this Agreement, and will not be
relieved of that responsibility because of any:
(a)
involvement by the Commonwealth in the performance of the Scheme;
(b)
payment made to Diabetes Australia on account of the Scheme;
(c)
subcontracting, including any Agent arrangement;
(d)
Access Point arrangements; or
(e)
approval of Key Documents by the Commonwealth.
12.
MANAGEMENT OF FUNDS AND BANK ACCOUNT
12.1
Diabetes Australia must open and maintain a bank account which is:
(a)
controlled solely by Diabetes Australia;
(b)
separate from Diabetes Australia's other operational accounts; and
(c)
with an authorised deposit-taking institution authorised under the Banking
Act 1959 (Cth) to carry on banking business in Australia,
(‘NDSS Account’).
12.2
Diabetes Australia must notify the Commonwealth of the identifying details of the
NDSS Account and any change to the details of the NDSS Account.
12.3
Diabetes Australia must ensure that all Funds and Registrant Contributions are held in
the NDSS Account.
12.4
The NDSS Account is not to contain any monies other than Funds, Registrant
Contributions and interest and other revenue earned on the Funds and Registrant
Contributions.
12.5
For the avoidance of doubt, Diabetes Australia must not transfer or pay Funds or
Registrant Contributions out of the NDSS Account other than for the purposes of using
them in accordance with clause 6.1(a).
12.6
Diabetes Australia must use and deal with any interest or other revenue earned on the
Funds and Registrant Contributions as if that money earned was part of the Funds and
Registrant Contributions.
12.7
Diabetes Australia must keep proper accounts and records of its use of the Funds and
Registrant Contributions, separately from other accounts and records of Diabetes
Australia.
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12.8
Diabetes Australia must not Commit any part of the Funds or Registrant Contributions
for expenditure that is likely to occur after the end of the Agreement Period.
12.9
Diabetes Australia must not use any of the following as any form of security for the
purpose of obtaining or complying with any form of loan, credit, payment or other
interest:
(a)
Funds;
(b)
Registrant Contributions;
(c)
Products;
(d)
Assets;
(e)
Scheme Material; or
(f)
this Agreement or any of the Commonwealth's obligations under this
Agreement.
13.
RECORDS AND REPORTS
13.1
Diabetes Australia must keep comprehensive written records of the conduct of the
Scheme including:
13.2
(a)
performance against Guidelines and Standards;
(b)
progress against the Aim of the Scheme;
(c)
the creation of Scheme Material;
(d)
the acquisition and disposal of Assets; and
(e)
receipt and use of the Funds, Registrant Contributions and Other
Contributions.
Diabetes Australia must keep financial records relating to the Scheme so as to enable:
(a)
all income and expenditure related to the Scheme to be identified in Diabetes
Australia’s accounts;
(b)
the presentation of a nationally consistent Scheme set of accounts, prepared
on an annual basis which shows accounts in relation to each Agent;
(c)
all Registrant Contributions to be clearly identified;
(d)
the preparation of financial statements in accordance with Australian
Accounting Standards; and
(e)
the audit of these records in accordance with Australian Auditing Standards.
22
Progress Reports
13.3
In accordance with the timetable specified in Schedule 4 Diabetes Australia must
provide to the Commonwealth written Progress Reports which must include:
(a)
a comprehensive report on actual performance against the Aim of the Scheme
and whether the Aim of the Scheme is being achieved and, if not, why not;
(b)
if requested by the Commonwealth, a version of Scheme Material produced
to the date of the Progress Report;
(c)
a detailed statement of receipts and expenditure in respect of the Funds and
Registrant Contributions and a statement of the balance of the NDSS Account;
(d)
a statement of how much Diabetes Australia needs to meet current liabilities
under legal commitments entered into by Diabetes Australia for the
performance of this Agreement; and
(e)
any other requirements specified in the Schedules.
End of Financial Year Reports
13.4
In accordance with the timetable specified in Schedule 4 Diabetes Australia must
provide to the Commonwealth written End of Financial Year Reports which must
include:
(a)
an audited detailed statement of receipts and expenditure in respect of the
Funds and Registrant Contributions prepared by an Approved Auditor in
compliance with Australian Auditing Standards which must include a definitive
statement as to whether the financial accounts are complete and accurate,
and a statement of the balance of the NDSS Account;
(b)
a description of actual performance against the Aim of the Scheme;
(c)
information on whether the Aim of the Scheme is being achieved and if not,
why not;
(d)
if requested by the Commonwealth, a version of the Scheme Material
produced to the date of the End of Financial Year Report;
(e)
a statement of how much Diabetes Australia needs to meet current liabilities
under legal commitments entered into by Diabetes Australia for the
performance of this Agreement;
(f)
a Financial Report prepared by an Approved Auditor in compliance with
Australian Auditing Standards which must include:
(i)
a copy of the Auditor’s Management Letter. If the Approved Auditor
deems that an Auditor's Management Letter is not necessary,
Diabetes Australia must provide a letter from the Approved Auditor
to this effect; and
(ii)
a declaration of the Approved Auditor’s independence; and
23
(g)
any other requirements specified in the Schedules.
Final Report
13.5
On the date specified in Schedule 4 or within 20 Business Days after the date of any
early termination of this Agreement, Diabetes Australia must provide to the
Commonwealth a written Final Report which must include:
(a)
a comprehensive report on actual performance against the Aim of the Scheme
and whether the Aim of the Scheme was achieved and, if not, why not;
(b)
an audited detailed statement of receipts and expenditure in respect of the
Funds and Registrant Contributions prepared by an Approved Auditor in
compliance with Australian Auditing Standards which must include a definitive
statement as to whether the financial accounts are complete and accurate,
and a statement of the balance of the NDSS Account;
(c)
a statement of how much (if any) Diabetes Australia needs to meet current
liabilities under legal commitments entered into by Diabetes Australia for the
performance of this Agreement;
(d)
a certificate provided by the Chief Executive Officer or Chief Financial Officer
of Diabetes Australia, or a person authorised by Diabetes Australia to execute
documents and legally bind it by their execution, confirming that:
(i)
the Funds, Registrant Contributions and Other Contributions were
spent for the purpose of the Scheme and in accordance with this
Agreement and that Diabetes Australia has complied with this
Agreement;
(ii)
salaries and allowances paid to persons involved in the Scheme are in
accordance with any applicable award or agreement in force under
any relevant Law on industrial or workplace relations; and
(iii)
at the time the Final Report is provided to the Commonwealth,
Diabetes Australia is able to pay all its debts as and when they fall
due,
In preparing the certificate required under this paragraph (d), Diabetes
Australia should have regard to clause 30.2 of this Agreement;
(e)
(f)
a Financial Report prepared by an Approved Auditor in compliance with
Australian Auditing Standards which must include:
(i)
a copy of the Auditor’s Management Letter. If the Approved Auditor
deems that an Auditor's Management Letter is not necessary,
Diabetes Australia must provide a letter from the Approved Auditor
to this effect; and
(ii)
a declaration of the Approved Auditor’s independence; and
any other requirements specified in the Schedules.
24
Other Reports
13.6
Diabetes Australia must provide any other Reports or documents specified in the
Schedules by the date specified in the Schedules.
Clarification and acceptance
13.7
Without limiting clause 10, after Diabetes Australia provides a Report:
(a)
the Commonwealth may require Diabetes Australia to provide further
information or clarification in relation to the Report; and
(b)
the Commonwealth will notify Diabetes Australia when it accepts the Report.
14.
LIAISON
14.1
Diabetes Australia must liaise with and report to the Commonwealth Contact Officer
monthly or as is otherwise reasonably required by the Commonwealth Contact Officer
for the purposes of this Agreement.
14.2
Upon receipt of written notice, Diabetes Australia must within the timeframe specified
in the notice, or within a reasonable timeframe if no timeframe is specified in the
notice, provide any information in relation to the Scheme requested by the
Commonwealth.
15.
ACCESS TO PREMISES AND MATERIALS
15.1
Diabetes Australia must give the Commonwealth, the Auditor-General, the Information
Commissioner, the Privacy Commissioner, the Freedom of Information Commissioner,
the Ombudsman and persons authorised in writing by the Commonwealth (referred to
in this clause 15 collectively as ‘those permitted’) access to premises at which records
and Materials associated with this Agreement are stored or work under the Scheme is
undertaken.
15.2
Diabetes Australia must give to those permitted access in order to be able to inspect
and copy Materials in Diabetes Australia’s possession or control, for purposes
associated with this Agreement or any review of performance under this Agreement.
Diabetes Australia must also give those permitted access to any Assets or Products,
wherever they may be located, and reasonable access to Diabetes Australia Personnel
for the same purpose.
15.3
The rights referred to in clause 15.1 are, wherever practicable, subject to:
(a)
the provision of reasonable prior notice by the Commonwealth (except where
the Commonwealth believes that there is an actual or apprehended breach of
the Law);
(b)
access being sought during reasonable times (except where the
Commonwealth believes that there is an actual or apprehended breach of the
Law); and
(c)
Diabetes Australia’s reasonable security procedures.
25
15.4
Diabetes Australia must provide all assistance reasonably requested by the
Commonwealth in respect of any inquiry into or concerning the Scheme or this
Agreement.
15.5
Diabetes Australia must ensure that any subcontract entered into for the purposes of
this Agreement contains an equivalent clause allowing those permitted to have access
as specified in this clause 15.
15.6
Nothing in this Agreement limits or restricts in any way any duly authorised function,
power, right or entitlement of the Auditor-General, the Information Commissioner, the
Privacy Commissioner, the Freedom of Information Commissioner or the Ombudsman,
or their respective delegates. The rights of the Commonwealth under this Agreement
are in addition to any other duly authorised power, right or entitlement of the AuditorGeneral, the Information Commissioner, the Privacy Commissioner, the Freedom of
Information Commissioner or the Ombudsman, or their respective delegates.
15.7
This clause 15 survives the expiry or early termination of this Agreement for a period
of 7 years.
16.
SCHEME MATERIAL AND INTELLECTUAL PROPERTY
16.1
Any Intellectual Property in, or in relation to, the Scheme Material vests or will vest,
upon its creation, in the Commonwealth.
16.2
The Commonwealth grants to Diabetes Australia for the Agreement Period a royaltyfree and licence-fee free, world-wide, non-exclusive licence (including a right of sublicence) to use, reproduce, modify, adapt, communicate and exploit for the purposes
of the Scheme the Commonwealth Material and the Scheme Material in which the
Commonwealth has the Intellectual Property.
16.3
This clause 16 does not affect the ownership of any Intellectual Property in any Existing
Material, Third Party Material or Non-NDSS Material. However, Diabetes Australia
grants, or must obtain for the Commonwealth, a perpetual, irrevocable, royalty-free
and licence fee-free, world-wide, non-exclusive licence (including a right of sublicence) to use, reproduce, modify, adapt, publish, perform, broadcast, communicate,
commercialise and exploit Intellectual Property in the Existing Material, Third Party
Material and the Non-NDSS Material.
16.4
Diabetes Australia must obtain all necessary copyright and other Intellectual Property
rights permissions before incorporating any Third Party Material in the Scheme
Material or using Third Party Material as part of the Scheme.
16.5
Diabetes Australia warrants that anything done by Diabetes Australia in the course of
the Scheme, including in developing the Reports, will not infringe the Intellectual
Property rights or Moral Rights of any person.
16.6
For this clause 16, the ‘Specified Acts’ means any of the following classes or types of
acts or omissions by or on behalf of the Commonwealth:
26
(a)
using, reproducing, modifying, adapting, publishing, performing, broadcasting,
communicating, commercialising or exploiting all or any part of the Scheme
Material, with or without attribution of authorship;
(b)
supplementing the Scheme Material with any other Material; and
(c)
using the Scheme Material in a different context to that originally envisaged,
but does not include false attribution of authorship.
16.7
Diabetes Australia must use its best endeavours to ensure that, where there is no
consent already in place, a written consent is given by the author of any Scheme
Material to the Specified Acts (whether occurring before or after the consent is given)
which extends directly or indirectly to the performance of the Specified Acts by the
Commonwealth or any person claiming under or through the Commonwealth.
16.8
Intellectual Property rights and title to, or in relation to, Commonwealth Material
remains vested at all times in the Commonwealth.
16.9
Diabetes Australia must ensure that all Commonwealth Material is used in accordance
with any conditions or restrictions specified by the Commonwealth.
16.10
As part of the Final Report, or on the early termination of this Agreement, Diabetes
Australia must deliver a complete copy of the Scheme Material and all of the
Commonwealth Material to the Commonwealth, or deal with it as otherwise directed
by the Commonwealth.
16.11
This clause 16 does not affect the ownership of the Trade Mark.
17.
TRADE MARK
17.1
The Commonwealth grants Diabetes Australia the right to use the Trade Mark for the
purposes of the Scheme for the Agreement Period throughout Australia (for the
avoidance of doubt, Cocos (Keeling) Island, Christmas Island and Lord Howe Island are
regarded as part of Australia for the purposes of this clause 17) on or in respect of
goods and services used in the Scheme ('Supplies'), on the terms of this clause 17.
17.2
The rights granted under clause 17.1 are non-exclusive.
17.3
Except as permitted by this Agreement, Diabetes Australia may not sub-license or
assign any of its rights under this clause 17 to any person without the prior written
consent of the Commonwealth.
17.4
A sub-licence to an Agent or Access Point does not require consent under clause 17.3.
Diabetes Australia must, if requested in writing by the Commonwealth, provide within
10 Business Days the names and addresses of any Agents and Access Points to which
Diabetes Australia has sub-licensed rights under this clause 17.
17.5
Where Diabetes Australia sub-licenses its rights under this clause 17:
(a)
the form of the sub-licence must be approved by the Commonwealth; and
27
(b)
17.6
17.7
Diabetes Australia is responsible and liable for all acts and omissions of its
sub-licensees as if they were acts and omissions of Diabetes Australia.
Diabetes Australia:
(a)
may only use the Trade Mark in respect of the Supplies;
(b)
agrees to do everything reasonable necessary to allow the Commonwealth to
inspect as required the Supplies in respect of which Diabetes Australia is
applying the Trade Mark; and
(c)
must ensure that all Supplies in respect of which it or any of its sub-licensees
uses the Trade Mark and all packaging, advertising material and other
material or documentation relating to those Supplies or on which the Trade
Mark appears:
(i)
comply with all standards and requirements notified by the
Commonwealth from time to time; and
(ii)
comply with all applicable Laws, including all applicable safety,
product liability and industry requirements.
Diabetes Australia recognises the value of the goodwill and reputation in the Trade
Mark and acknowledges that:
(a)
the Trade Mark is owned by the Commonwealth;
(b)
the benefit of all existing goodwill in the Trade Mark enures solely to the
Commonwealth;
(c)
the benefit of all goodwill in the Trade Mark resulting from use by Diabetes
Australia and its sub-licensees enures solely to the Commonwealth;
(d)
Diabetes Australia's only rights in respect of the Trade Mark are those rights
of use expressly given under this clause 17 and Diabetes Australia does not
have any proprietorial right, title or interest to the Trade Mark or the goodwill
in it; and
(e)
the Commonwealth does not grant to Diabetes Australia any of the rights or
powers set out in section 26(1) of the Trade Marks Act 1995 (Cth) ('Act')
except to the extent expressly set out in this clause 17.
17.8
Diabetes Australia must not do, cause or authorise the doing of anything which may
adversely affect the distinctiveness of the Trade Mark, the goodwill in or value of the
Trade Mark, the Commonwealth's rights in the Trade Mark or the validity of the
registration of the Trade Mark.
17.9
Diabetes Australia must not apply, or become involved with any application by any
other person, to register:
(a)
the Trade Mark; or
28
(b)
any sign (as defined in the Act) similar to or capable of being confused with
the Trade Mark,
as a trade mark, business name, domain name or otherwise anywhere in the world.
17.10
Except as permitted by this clause 17, Diabetes Australia must not use:
(a)
the Trade Mark; or
(b)
any sign (as defined in the Act) similar to or capable of being confused with
the Trade Mark,
as a trade mark, business name, domain name or otherwise anywhere in the world.
17.11
Diabetes Australia:
(a)
must immediately notify the Commonwealth of any infringement of which it
becomes aware (infringement means any actual, suspected or threatened
infringement of the Trade Mark or related passing off or breach of the
Competition and Consumer Act 2010 (Cth) or any State or Territory fair trading
legislation);
(b)
must at its own expense give all assistance reasonably required by the
Commonwealth relating to any infringement; and
(c)
acknowledges that the Commonwealth has absolute discretion regarding
what enforcement action is taken in respect of any infringement and the
manner in which such action is taken. Diabetes Australia will not take any
enforcement action unless authorised by the Commonwealth.
17.12
Subject to clause 17.11(b), the Commonwealth will bear all amounts incurred in or
relating to any enforcement action taken by it in respect of any infringement.
17.13
Diabetes Australia indemnifies the Commonwealth from and against all actions, claims,
demands, loss, liability, damage, costs and expenses (including the costs of defending
or settling any action, claim or demand) made, brought or prosecuted against, or
sustained by, it as a result of any breach by Diabetes Australia of this clause 17.
17.14
On termination or expiry of this Agreement, Diabetes Australia's rights to use the
Trade Mark are terminated and Diabetes Australia must:
17.15
(a)
cease using the Trade Mark (and any sign, as defined in the Act, similar to or
capable of being confused with the Trade Mark); and
(b)
procure compliance with the obligation in clause 17.14(a) by all persons sublicensed to use the Trade Mark.
The Parties agree that:
(a)
the rights and remedies provided in the licence in this clause 17 are in
addition to other rights and remedies given by Law independently of this
licence; and
29
(b)
anything which Diabetes Australia must do under the licence must be done at
Diabetes Australia's cost unless otherwise specified in this Agreement.
18.
ACKNOWLEDGMENT OF COMMONWEALTH FUNDS AND SCHEME BRAND
USAGE
18.1
Diabetes Australia must acknowledge the financial and other support it has received
from the Commonwealth in the form set out in clause 18.2 in all publications,
promotional and advertising materials, public announcements and activities by it or on
its behalf in relation to the Scheme or any products, processes or inventions developed
as a result of the Scheme.
18.2
The form of acknowledgment is as follows:
‘The National Diabetes Services Scheme is an initiative of the Australian Government
administered by Diabetes Australia.’
18.3
Diabetes Australia must give the Commonwealth at least 30 Business Days prior notice
of any public launch or event involving Diabetes Australia which relates to Services
funded in part or in full through the Funds and Registrant Contributions, and provide
the Commonwealth with the opportunity to invite the Minister to attend and, if the
Minister wishes, to give a formal speech or presentation at the launch or event.
18.4
In addition to the acknowledgement at clause 18.2, Diabetes Australia must ensure all
activities and Materials developed with the Funds and Registrant Contributions and
any other signage or promotional materials related to the Scheme:
(a)
carry the Scheme brand; and
(b)
are consistent with the Scheme brand usage and style Guidelines.
18.5
Diabetes Australia must ensure the application of the Scheme brand is consistent with
the Guidelines.
18.6
This clause 18 survives the expiry or early termination of this Agreement for a period
of 7 years.
19.
ASSETS
19.1
During the Agreement Period Diabetes Australia must use or dispose of any Assets only
for performance of this Agreement.
19.2
Diabetes Australia must:
(a)
not encumber or dispose of any Asset, or deal with or use any Asset other
than in accordance with this clause 19, without the prior written approval of
the Commonwealth;
(b)
hold all Assets securely and safeguard them against theft, loss, damage or
unauthorised use;
(c)
maintain all Assets in good working order;
30
19.3
19.4
(d)
maintain all appropriate insurances in respect of any Assets;
(e)
be fully responsible for, and bear all risks arising in relation to, the use or
disposal of any Asset;
(f)
maintain a register of all Assets recording the date of purchase or lease, the
purchase or lease price, Asset description including serial number, Asset
location, the proportion of the Funds and Registrant Contributions used to
create or acquire the Asset, the Depreciated value of the Asset and (where
relevant) details of Asset disposal including the sale price; and
(g)
as and when requested, provide copies of the register of Assets to the
Commonwealth.
Diabetes Australia must obtain prior agreement in writing from the Commonwealth
before selling or otherwise disposing of an Asset during the Agreement Period. If, at
the time of the sale or disposal, the Asset has not been fully Depreciated Diabetes
Australia must, at the option of the Commonwealth:
(a)
pay to the Commonwealth within 20 Business Days after the date of the sale
or disposal, an amount equal to the proportion of the value of the Asset
following Depreciation that is equivalent to the proportion of the purchase
price of the Asset that was funded from the Funds and Registrant
Contributions;
(b)
pay to the Commonwealth within 20 Business Days after the date of the sale
or disposal, the proceeds of the sale or disposal, less an amount equal to the
sum of Diabetes Australia’s proportionate contribution to the purchase price
of the Asset and Diabetes Australia’s reasonable costs of sale or disposal of
the Asset; or
(c)
use the amount specified in (a) or (b) above for a purpose approved in writing
by the Commonwealth.
If, on expiry or early termination of this Agreement, an Asset has not been fully
Depreciated Diabetes Australia must, at the option of the Commonwealth:
(a)
pay to the Commonwealth within 20 Business Days after expiry or early
termination of this Agreement, an amount equal to the proportion of the
value of the Asset following Depreciation that is equivalent to the proportion
of the purchase price of the Asset that was funded from the Funds and
Registrant Contributions;
(b)
sell the Asset for the best price reasonably obtainable and pay to the
Commonwealth within 20 Business Days after the date of sale the proceeds of
sale, less an amount equal to the sum of Diabetes Australia’s proportionate
contribution to the purchase price of the Asset and Diabetes Australia’s
reasonable costs of sale of the Asset;
(c)
transfer the Asset to the Commonwealth or a nominee of the Commonwealth;
or
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(d)
19.5
use the Asset on such terms and conditions as may be approved in writing by
the Commonwealth.
If Diabetes Australia fails to make payment as required by either clause 19.3 or 19.4:
(a)
Diabetes Australia must pay the Commonwealth Interest on the relevant
amount from the date it was due, for the period it remains unpaid; and
(b)
the relevant amount, and Interest owed under this clause 19.5 will be
recoverable by the Commonwealth as a debt due to the Commonwealth by
Diabetes Australia.
20.
SUSPENSION AND TERMINATION
20.1
If:
(a)
the Commonwealth is satisfied on reasonable grounds that the terms and
conditions of this Agreement have not been complied with by Diabetes
Australia;
(b)
the Commonwealth is satisfied on reasonable grounds that Diabetes Australia
is unable or unwilling to satisfy the terms of this Agreement;
(c)
the Commonwealth, by notice in writing, requests Diabetes Australia to take
action to meet a timeframe or perform an activity in accordance with this
Agreement and, after 10 Business Days from the date of the notice (or such
longer period as is specified in the notice), Diabetes Australia has failed to
take such action;
(d)
the Commonwealth is satisfied on reasonable grounds that any statement
made by Diabetes Australia is incorrect or incomplete in a way which would
have affected the original decision to approve the Funds for the Scheme;
(e)
the Commonwealth is not satisfied on reasonable grounds that the purposes
and activities of Diabetes Australia remain compatible with the Aim of the
Scheme;
(f)
the Commonwealth is satisfied on reasonable grounds that a Report given by
Diabetes Australia is not complete or accurate;
(g)
Diabetes Australia undergoes a Change in Control which in the reasonable
opinion of the Commonwealth is likely to:
(h)
(i)
disrupt or adversely affect the ability of Diabetes Australia to meet its
obligations under this Agreement; or
(ii)
bring the Scheme into disrepute;
Diabetes Australia:
(i)
becomes insolvent or is wound-up;
32
(ii)
makes an assignment of its estate for the benefit of creditors or
enters into any arrangement or composition with its creditors or has
a receiver, manager or voluntary administrator appointed;
(iii)
goes into liquidation or passes a resolution to go into liquidation or
becomes subject to any petition or proceedings in a court for its
compulsory winding-up or becomes subject to the supervision of a
court or regulatory authority either voluntarily or otherwise; or
(iv)
suffers any execution against its assets having adverse effect on its
ability to perform this Agreement,
or anything analogous to, or of a similar effect to anything described above
under the Law occurs in respect of Diabetes Australia;
(i)
Diabetes Australia notifies the Commonwealth in writing that it wishes to
withdraw from this Agreement; or
(j)
the Commonwealth considers it appropriate for any other reason,
the Commonwealth may, by written notice to Diabetes Australia, terminate this
Agreement, reduce the scope of the Scheme or the Services or require Diabetes
Australia to immediately suspend dealings with the Funds and Registrant
Contributions.
20.2
For the avoidance of doubt, the Commonwealth has an unfettered discretion to
terminate, reduce or suspend in accordance with clause 20.1(j).
20.3
If this Agreement is terminated, or the scope of the Scheme or the Services is reduced,
in accordance with clause 20.1(j), the Commonwealth will only be liable for any
reasonable costs (excluding, without limitation, loss of prospective income or profits)
unavoidably incurred by Diabetes Australia which are directly attributable to the
termination or reduction. The Commonwealth will not be liable to pay any amount in
excess of the amount of funding remaining unpaid under this Agreement at the date of
termination or reduction.
20.4
On termination of this Agreement, or for the duration of any suspension of dealings
with the Funds and Registrant Contributions, Diabetes Australia must hold the Funds
and Registrant Contributions in utmost good faith for use only in accordance with the
directions of the Commonwealth and will cease all other dealings with the Funds and
Registrant Contributions.
20.5
The Commonwealth may end the suspension of dealings with the Funds and Registrant
Contributions by written notice to Diabetes Australia, subject to such preconditions
(including variations to this Agreement) which the Commonwealth may require.
20.6
Subject to clause 20.3, the Commonwealth will not be obliged to pay any funding to
Diabetes Australia after the termination of this Agreement or during any period of
suspension of dealings with the Funds.
33
20.7
Except as provided in this clause 20, the Commonwealth will not come under any
liability to Diabetes Australia for termination of this Agreement or reduction of the
scope of the Scheme or the Services in accordance with clause 20.1.
20.8
If a purported termination for cause by the Commonwealth under any of clauses
20.1(a) to (i) is determined by a competent authority not to be properly a termination
for cause, then that termination by the Commonwealth will be deemed to be a
termination for convenience under clause 20.1(j), which termination has effect from
the date of the notice of termination purportedly under clause 20.1(a) to (i).
20.9
If the Commonwealth is entitled to terminate this Agreement in accordance with
clause 20.1, it may at its discretion by notice to Diabetes Australia require Diabetes
Australia to novate or transfer Diabetes Australia's rights and obligations under this
Agreement to a new provider nominated by the Commonwealth, in which case
Diabetes Australia must do all things necessary to give effect to the novation or
transfer and, if required by the Commonwealth, must comply with its transition
obligations in clause 22 as if the novation were a termination.
21.
FORCE MAJEURE EVENT
21.1
If a Party's ability to undertake or perform its obligations under this Agreement is
affected, or likely to be affected, by a Force Majeure Event that Party must
immediately give to the other notice of that fact, including:
(a)
full particulars of the Force Majeure Event;
(b)
an estimate of its likely duration;
(c)
the obligations affected by it and the extent of its effect on those obligations;
and
(d)
the steps taken to rectify it.
21.2
Subject to clauses 21.1 and 21.3, if a Party's ability to undertake or perform its
obligations under this Agreement is affected by a Force Majeure Event, that Party's
obligations under this Agreement are suspended while the Force Majeure Event
continues to the extent to which they are affected by the Force Majeure Event.
21.3
A Party claiming a Force Majeure Event must use its best endeavours to remove,
overcome or minimise the effects of that Force Majeure Event as quickly as possible.
21.4
Diabetes Australia will not have the right to any payment from the Commonwealth
(except in respect of funding payable by the Commonwealth prior to the occurrence of
the Force Majeure Event) to the extent that its performance of this Agreement is
affected by a Force Majeure Event.
21.5
If a Force Majeure Event continues for 30 days either Party may immediately terminate
this Agreement by written notice to the other.
21.6
Where either Party terminates this Agreement under clause 21.5, the Commonwealth
will only be liable to make payment pursuant to an invoice which Diabetes Australia
34
has submitted, or could have submitted, to the Commonwealth in accordance with this
Agreement prior to termination.
22.
TRANSITION
22.1
Diabetes Australia acknowledges that it is critical that there is continuity in relation to
the Scheme and, for that reason, the Commonwealth relies significantly on Diabetes
Australia fulfilling transition obligations. Accordingly Diabetes Australia must ensure
that transition occurs in a timely and orderly manner.
22.2
Diabetes Australia must provide information in relation to the Scheme requested by
the Commonwealth for the purposes of any market testing of the provision of the
Scheme. Diabetes Australia acknowledges that information about the Scheme may be
disclosed or made public during any market testing process.
22.3
Notwithstanding any other provision of this Agreement, during the Transition Period,
Diabetes Australia must (unless and to the extent not required by the
Commonwealth):
(a)
in good faith, cooperate and assist the Commonwealth and any new service
provider with the transition;
(b)
carry out the transition in accordance with the Transition Plan approved by
the Commonwealth;
(c)
provide all cooperation, assistance, advice, access to equipment and systems,
explanations and information necessary or desirable in order to ensure the
efficient continuity of the Scheme and the transition;
(d)
terminate, novate or assign or secure the novation or assignment to the
Commonwealth or any new service provider of any contracts with any
subcontractor or other persons utilised in the performance of the Scheme,
including software licences relevant to the Scheme and any other related
agreements;
(e)
use its best endeavours to cause any Agent, Access Point, subcontractor or
other person utilised by Diabetes Australia in the provision of the Scheme to
enter into arrangements with the Commonwealth or any new service provider
on terms and conditions no less favourable than those offered to Diabetes
Australia;
(f)
transfer or return any Assets, Commonwealth Confidential Information,
Scheme Confidential Information or data or Material used to administer the
Scheme that it holds to the Commonwealth or any new service provider in
accordance with the Transition Plan approved by the Commonwealth;
(g)
deliver all Products in the possession or control of Diabetes Australia to the
Commonwealth (or deal with them as directed by the Commonwealth);
35
(h)
continue to perform the Scheme for a reasonable period as determined by the
Commonwealth on the same terms and conditions, to the extent applicable;
and
(i)
do all acts and things and execute all deeds, documents and instruments as
are reasonably necessary or desirable to give effect to the transition.
22.4
If the scope of the Scheme or the Services is reduced under clause 20.1, Diabetes
Australia must, during the period of 3 months from the date of the notice of reduction
or such shorter period remaining until the end of the Scheme Period, comply with the
obligations in clauses 22.3(a) to (i) (unless and to the extent not required by the
Commonwealth) in relation to the part of the Scheme or Services which has been
removed from scope.
23.
REPAYMENT OF FUNDS
23.1
If:
(a)
(b)
on the expiry or any early termination of this Agreement, or at the end of any
financial year during the Agreement Period, any Funds or Registrant
Contributions:
(i)
remain Unspent; or
(ii)
cannot be shown to the reasonable satisfaction of the
Commonwealth to have been spent or Committed in accordance with
this Agreement; or
at any time the Commonwealth forms the reasonable opinion that any Funds
or Registrant Contributions have been used, spent or Committed by Diabetes
Australia other than in accordance with this Agreement,
the Commonwealth may by written notice to Diabetes Australia, at its discretion and
without limiting any other right or remedy of the Commonwealth:
(c)
require Diabetes Australia to repay that part of the Funds or Registrant
Contributions, and Diabetes Australia must repay to the Commonwealth the
amount set out in the notice, within 20 Business Days after receipt of the
notice;
(d)
deduct an equivalent amount from the funding payable to Diabetes Australia
pursuant to this Agreement; or
(e)
require Diabetes Australia to use all or part of those Funds or Registrant
Contributions as the Commonwealth sees fit.
23.2
The Commonwealth may by written notice to Diabetes Australia require Diabetes
Australia to pay any amount due under Item 3.11 of Schedule 3.
23.3
If Diabetes Australia fails to pay an amount in accordance with a notice issued under
clause 23.1 or 23.2:
36
(a)
Diabetes Australia must pay the Commonwealth Interest on the amount from
the date it was due, for the period it remains unpaid; and
(b)
the amount and Interest owed under this clause 23.3 will be recoverable by
the Commonwealth as a debt due to the Commonwealth by Diabetes
Australia.
23.4
Diabetes Australia acknowledges that Interest payable under clauses 19.5(a) and
23.3(a) represents a reasonable pre-estimate of the loss incurred by the
Commonwealth as a result of the loss of investment opportunity for, or the reasonable
cost of borrowing other money in place of, the amount which should have been
repaid.
24.
INDEMNITY
24.1
To the extent permitted by Law, the operation of any legislative proportionate liability
regime is excluded in relation to any claim against Diabetes Australia under or in
connection with this Agreement.
24.2
Diabetes Australia indemnifies the Commonwealth, its officers, employees and agents
(‘those indemnified’) from and against all actions, claims, demands, loss, liability,
damage, costs and expenses (including the costs of defending or settling any action,
claim or demand) made, brought or prosecuted against, or sustained by, those
indemnified in any manner based on any loss or damage to any person or loss or
damage to property which may arise in connection with any act or omission of
Diabetes Australia or a subcontractor in the performance of the Scheme.
24.3
Diabetes Australia’s liability to indemnify the Commonwealth under clause 24.2 will be
reduced proportionately to the extent that any unlawful or negligent act or omission of
the Commonwealth contributed to the relevant loss, liability, damage, cost or expense.
24.4
The right of the Commonwealth to be indemnified under this clause 24:
(a)
is in addition to, and not exclusive of, any other right, power or remedy
provided by Law; and
(b)
does not entitle the Commonwealth to be compensated in excess of the
amount of the relevant loss, liability, damage, cost or expense.
24.5
Diabetes Australia agrees that the Commonwealth will be taken to be acting as agent
or trustee for and on behalf of those indemnified from time to time.
25.
INSURANCE
25.1
Diabetes Australia warrants that it has taken out or will take out, and will maintain for
the period specified in clause 25.2 or 25.3 as applicable, all appropriate types and
amounts of insurance to cover Diabetes Australia’s obligations under this Agreement,
including those which survive its expiry or early termination, which insurance must
include the types and corresponding amounts of insurance specified in Item 10 of
Schedule 1.
37
25.2
If Diabetes Australia takes out a ‘claims made policy’, which requires all claims and any
fact, situation or circumstance that might result in a claim to be notified within the
period of insurance, Diabetes Australia must maintain the policy during the term of
this Agreement and a policy in like terms for 7 years after the end of the Agreement
Period.
25.3
If Diabetes Australia takes out an ‘occurrence’ policy, which requires the circumstances
to which a claim relates to occur during the period of insurance whilst the notification
of event can occur at any time subsequently, Diabetes Australia must maintain the
policy during the Agreement Period.
25.4
Diabetes Australia must, on request, promptly provide to the Commonwealth any
relevant insurance policies or certificates of currency for inspection.
26.
CONFIDENTIALITY
26.1
Subject to clause 26.2, Diabetes Australia must not disclose any Commonwealth
Confidential Information or Scheme Confidential Information without prior approval in
writing from the Commonwealth.
26.2
Subject to its privacy obligations (including under clause 27), Diabetes Australia may
disclose Scheme Confidential Information to a person who has a need to know the
information for the purposes of Diabetes Australia performing the Scheme.
26.3
The Commonwealth may impose any conditions it considers appropriate when giving
its approval under clause 26.1 and Diabetes Australia agrees to comply with those
conditions.
26.4
The Commonwealth may at any time by notice in writing to Diabetes Australia require
Diabetes Australia to give, and to arrange for Diabetes Australia Personnel to give,
written undertakings, in a form required by the Commonwealth, relating to the nondisclosure of Commonwealth Confidential Information and Scheme Confidential
Information.
26.5
If Diabetes Australia receives a request under clause 26.4, it must promptly arrange for
all such undertakings to be given.
26.6
The obligations on Diabetes Australia under this clause 26 will not be taken to have
been breached where the information referred to is required by Law to be disclosed.
26.7
The Commonwealth gives no undertaking to treat Diabetes Australia’s information, or
this Agreement, as confidential.
26.8
Subject to clause 26.7, the Commonwealth will use its best endeavours to ensure the
confidentiality of Diabetes Australia’s confidential information. Diabetes Australia
acknowledges that the Commonwealth may disclose any information relevant to this
Agreement, or this Agreement itself, to any person:
(a)
if the information is in the public domain;
(b)
to the extent required by Law or by a lawful requirement of any government
or governmental body, authority or agency;
38
(c)
if required in connection with legal proceedings; or
(d)
for public accountability reasons, including requests for information by
Government Agencies, Parliament or a Parliamentary Committee or a
Commonwealth Minister.
27.
PROTECTION OF PERSONAL INFORMATION
27.1
This clause 27 applies only where Diabetes Australia deals with Personal Information
when, and for the purpose of, performing this Agreement.
27.2
In this clause 27, the terms:
(a)
agency;
(b)
approved privacy code (APC);
(c)
contracted service provider;
(d)
Information Privacy Principles (IPPs);
(e)
National Privacy Principles (NPPs);
(f)
health service; and
(g)
health information;
have the same meaning as they have in section 6 of the Privacy Act 1988 (‘the Privacy
Act’) and ‘subcontract’ and other grammatical forms of that word have the meaning
given in subsection 95B(4) of the Privacy Act.
27.3
Diabetes Australia acknowledges that it may be treated as a contracted service
provider and agrees in respect of performing this Agreement:
(a)
to use or disclose Personal Information obtained during the course of
performing this Agreement only for the purposes of this Agreement;
(b)
not to do any act or engage in any practice which if done or engaged in by an
agency would be a breach of an IPP;
(c)
to carry out and discharge the obligations contained in the IPPs as if it were an
agency;
(d)
to notify individuals whose Personal Information Diabetes Australia holds that
complaints about acts or practices of Diabetes Australia may be investigated
by the Information Commissioner, the Privacy Commissioner and the Freedom
of Information Commissioner who have power to award compensation
against Diabetes Australia in appropriate circumstances;
(e)
not to use or disclose Personal Information or engage in an act or practice
that would breach section 16F (direct marketing) of the Privacy Act, an NPP or
an APC, where that section, NPP or APC is applicable to Diabetes Australia,
unless:
39
(i)
in the case of section 16F, the use or disclosure is necessary, directly
or indirectly, for the performance of this Agreement; or
(ii)
in the case of an NPP or an APC, the activity or practice is authorised
by this Agreement and engaged in for the purpose of performing this
Agreement, and the activity or practice is inconsistent with the NPP
or APC;
(f)
to comply with any request under section 95C of the Privacy Act (relating to
disclosure of any provisions of this Agreement (if any) that are inconsistent
with an NPP or an APC binding on a Party);
(g)
to immediately notify the Commonwealth if Diabetes Australia becomes
aware of a breach or possible breach of any of the obligations contained in, or
referred to in, this clause 27, whether by Diabetes Australia or any
subcontractor;
(h)
to comply with any directions, guidelines, determinations or
recommendations of the Information Commissioner, the Privacy
Commissioner and the Freedom of Information Commissioner to the extent
that they are not inconsistent with the requirements of this clause 27; and
(i)
to ensure that any Diabetes Australia Personnel who are required to deal with
Personal Information for the purposes of this Agreement are made aware of
the obligations of Diabetes Australia specified in this clause 27.
27.4
Diabetes Australia must ensure that any subcontract entered into for the purpose of
fulfilling its obligations under this Agreement imposes on the subcontractor the same
obligations as Diabetes Australia has under this clause 27, including the requirement in
relation to subcontracts.
27.5
The Commonwealth may at any time by notice in writing to Diabetes Australia require
Diabetes Australia to give, and to arrange for Diabetes Australia Personnel to give,
undertakings in writing, in a form required by the Commonwealth, relating to the nondisclosure of Personal Information.
27.6
If Diabetes Australia receives a request under clause 27.5, it must promptly arrange for
all such undertakings to be given.
27.7
Diabetes Australia indemnifies the Commonwealth from and against all actions, claims,
demands, loss, liability, damage, costs and expenses (including the costs of defending
or settling any action, claim or demand) made, brought or prosecuted against, or
sustained by, the Commonwealth which arise directly or indirectly from a breach of
any of the obligations of Diabetes Australia under this clause 27 or of a subcontractor
under the subcontract provisions referred to in clause 27.4.
27.8
Notwithstanding any other provision in this clause 27, where Diabetes Australia
provides a health service to an individual it must:
(a)
comply with the NPPs in relation to the use and disclosure of health
information about the individual; and
40
(b)
27.9
transfer health information to another health service provider when directed
to do so by the Commonwealth.
Diabetes Australia:
(a)
acknowledges that the Commonwealth's lawful functions necessarily include
the prevention, detection, investigation and prosecution of fraud including
fraud in relation to payments made pursuant to Medicare Australia's
functions; and
(b)
agrees to co-operate to the maximum extent practicable with relevant
Commonwealth officials in preventing, detecting, investigating and
prosecuting, including use and disclosure of personal information as
permitted by the Privacy Act generally and NPP 2.1(f) in particular.
27.10
Diabetes Australia’s obligations under this clause 27 are in addition to, and do not
restrict, any obligations it may have under the Privacy Act or any privacy codes or
privacy principles contained in, authorised by or registered under any Law including
any such privacy codes or principles that would apply to Diabetes Australia but for the
application of this clause 27.
28.
FREEDOM OF INFORMATION
28.1
Diabetes Australia acknowledges that it may be a 'contracted service provider' within
the meaning of the Freedom of Information Act 1982 (Cth) ('FOI Act').
28.2
Without limiting any other provision of this Agreement, where the Commonwealth
receives a request under the FOI Act for access to a document that:
(a)
is created by, or is in the possession of, Diabetes Australia or any
subcontractor; and
(b)
relates to the performance of this Agreement,
Diabetes Australia must provide the document to the Commonwealth on request,
within the time specified by the Commonwealth.
28.3
Diabetes Australia must ensure that any subcontract entered into for the purposes of
fulfilling its obligations under this Agreement imposes on the subcontractor the same
obligations as Diabetes Australia has under this clause 28, including the requirement in
relation to subcontracts.
29.
CONFLICT OF INTEREST
29.1
Diabetes Australia warrants that, to the best of its knowledge after making diligent
inquiry, at the date of signing this Agreement no Conflict exists or is likely to arise in
the performance of obligations under this Agreement by Diabetes Australia, or by
Diabetes Australia Personnel.
29.2
For the avoidance of doubt, a concurrent responsibility to supply benefits under the
Pharmaceutical Benefits Scheme will not be considered a Conflict for the purpose of
this Agreement.
41
29.3
If during the Agreement Period, a Conflict arises, or appears likely to arise, in respect
of Diabetes Australia or any Diabetes Australia Personnel, Diabetes Australia must:
(a)
immediately notify the Commonwealth in writing of the Conflict making a full
disclosure of all relevant information relating to the Conflict and setting out
the steps Diabetes Australia proposes to take to resolve or otherwise deal
with the Conflict; and
(b)
take such steps as the Commonwealth may reasonably require to resolve or
otherwise deal with the Conflict.
29.4
If Diabetes Australia fails to notify the Commonwealth under this clause 29, or is
unable or unwilling to resolve or deal with the Conflict as required, the
Commonwealth may terminate this Agreement in accordance with clause 20.1(a),
20.1(b) or 20.1(d).
29.5
Diabetes Australia must not, and must use its best endeavours to ensure that Diabetes
Australia Personnel do not, engage in any activity or obtain any interest during the
course of this Agreement that is likely to conflict with or restrict Diabetes Australia in
performing the Scheme fairly and independently.
30.
COMPLIANCE WITH LAW AND POLICIES
30.1
Diabetes Australia must, in carrying out this Agreement, comply with:
(a)
all Laws including the Crimes Act 1914 (Cth), Criminal Code Act 1995 (Cth),
Racial Discrimination Act 1975 (Cth), Sex Discrimination Act 1984 (Cth),
Disability Discrimination Act 1992 (Cth), Equal Opportunity for Women in the
Workplace Act 1999 (Cth), Age Discrimination Act 2004 (Cth), Ombudsman Act
1976 (Cth) and Auditor-General Act 1997 (Cth); and
(b)
any policies notified to Diabetes Australia in writing.
30.2
Diabetes Australia acknowledges that under section 137.1 of the Schedule to the
Criminal Code Act 1995 (Cth), giving false or misleading information to the
Commonwealth is a serious offence.
30.3
Without limiting the effect of clause 34, Diabetes Australia must comply with, and
require Diabetes Australia Personnel to comply with, the behaviours specified in the
Code of Conduct in section 13 of the Public Service Act 1999.
30.4
Subject to clauses 17, 18, 26 and 27, no right or obligation in this Agreement is to be
read or understood as limiting Diabetes Australia’s rights to enter into public debate or
criticism of the Commonwealth, its agencies, officers, employees or agents.
31.
DISPUTE RESOLUTION
31.1
Subject to clause 31.3, the Parties agree not to commence any legal proceedings in
respect of any dispute arising under this Agreement which has not been resolved by
informal discussion until the procedure provided by this clause 31 has been followed.
42
31.2
The Parties agree that any dispute arising during the course of this Agreement will be
dealt with as follows:
(a)
the Party claiming that there is a dispute will send the other a written notice
setting out the nature of the dispute;
(b)
the Parties will try to resolve the dispute through direct negotiation, including
by referring the matter to persons who have authority to intervene and direct
some form of resolution;
(c)
the Parties have 10 Business Days from the date of the notice to reach a
resolution or to agree that the dispute is to be submitted to mediation or
some alternative dispute resolution procedure; and
(d)
if:
(i)
there is no resolution of the dispute;
(ii)
there is no agreement on submission of the dispute to mediation or
some alternative dispute resolution procedure; or
(iii)
there is a submission to mediation or some other form of alternative
dispute resolution procedure, but there is no resolution within 15
Business Days after the submission, or such extended time as the
Parties may agree in writing before the expiration of the 15 Business
Days,
then either Party may commence legal proceedings.
31.3
This clause 31 does not apply where:
(a)
either Party commences legal proceedings for urgent interlocutory relief;
(b)
action is taken by the Commonwealth under, or purportedly under, clauses 3,
15, 20 or 23; or
(c)
an authority of the Commonwealth, a State or Territory is investigating a
breach or suspected breach of the Law by Diabetes Australia.
31.4
Despite the existence of a dispute, each Party must (unless requested in writing by the
other Party not to do so) continue to perform their respective obligations under this
Agreement.
32.
DIABETES AUSTRALIA WARRANTIES AND UNDERTAKINGS
32.1
Diabetes Australia represents, warrants and undertakes to the Commonwealth that:
(a)
there are no matters relating to the commercial, technical or financial
capacity of Diabetes Australia or of any Agent proposed to be engaged or
currently engaged in respect of this Agreement including the existence of any
breach or default or alleged breach or default of any agreement, order or
award binding upon Diabetes Australia, being matters that could have an
43
adverse effect on Diabetes Australia’s ability to perform any of its obligations
under this Agreement;
(b)
it will promptly notify and fully disclose to the Commonwealth in writing any
event or occurrence actual or threatened arising during the Agreement Period
which could have an adverse effect on Diabetes Australia’s ability to perform
any of its obligations under this Agreement;
(c)
it has full power and authority to enter into, perform and observe its
obligations under this Agreement;
(d)
the execution, delivery and performance of this Agreement has been duly and
validly authorised by Diabetes Australia;
(e)
it will promptly notify and fully disclose to the Commonwealth in writing if:
(f)
(g)
(i)
it becomes insolvent or is wound up;
(ii)
it makes an assignment of its estate for the benefit of creditors or
enters into any arrangement or composition with its creditors or has
a receiver, manager or administrator appointed;
(iii)
it goes into liquidation or passes a resolution to go into liquidation, or
becomes subject to any petition or proceedings in a court for its
compulsory winding up or becomes subject to the supervision of a
court or regulatory authority, either voluntarily or otherwise;
(iv)
it suffers any execution against its assets;
(v)
anything analogous to, or of a similar effect to anything described
above under the Law occurs in respect of Diabetes Australia;
the unconditional execution and delivery of, and compliance with its
obligations by it under, this Agreement do not:
(i)
contravene any Law to which it or any of its property is subject or any
order or directive from a government or governmental body,
authority or agency binding on it or any of its property;
(ii)
contravene its constituent documents;
(iii)
contravene any agreement or instrument to which it is a party;
(iv)
contravene any obligation of it to any other person; or
(v)
require it to make any payment or delivery in respect of any financial
indebtedness before the scheduled date for that payment or
delivery;
no litigation, arbitration, mediation, conciliation or proceedings including any
investigations, are taking place, pending, or are threatened against Diabetes
Australia which could have an adverse effect upon either Diabetes Australia’s
44
capacity to perform its obligations under this Agreement or Diabetes
Australia’s reputation;
(h)
unless otherwise disclosed in this Agreement, it is not entering into this
Agreement as trustee of any trust or settlement;
(i)
it has not made any false declaration in respect of any current or past dealings
with the Commonwealth or any Government Agency, including in any tender
or application process or in any agreement;
(j)
it has had no significant deficiency in the performance of any substantive
requirement or obligation under any prior agreement with the
Commonwealth or any Government Agency;
(k)
it has, and will continue to have and to use, the skills, qualifications and
experience, to perform the Scheme in an efficient and controlled manner with
a high degree of quality and responsiveness and to a standard that complies
with this Agreement; and
(l)
it has and will continue to have the necessary resources, including financial
resources, to perform the Scheme and will use those resources to perform the
Scheme.
32.2
Diabetes Australia acknowledges that the Commonwealth in entering into this
Agreement is relying on the warranties and representations contained in this
Agreement.
32.3
Each representation and warranty survives the execution of this Agreement.
32.4
Diabetes Australia must not undergo a Change in Control without the prior written
consent of the Commonwealth, which must not be unreasonably withheld.
33.
NOTICES
33.1
A Party giving notice under this Agreement must do so in writing that is:
33.2
(a)
directed to the address of the other Party specified in Item 11 of Schedule 1
(as updated from time to time by notice by the other Party) marked for the
attention of the Commonwealth Contact Officer or Diabetes Australia Contact
Officer as appropriate; and
(b)
hand delivered or sent by pre-paid post or facsimile to that address.
A notice given in accordance with clause 33.1 is received:
(a)
if hand delivered, on delivery;
(b)
if sent by pre-paid post, on the third Business Day after the date of posting;
(c)
if sent by facsimile, at the time the sender receives notification that the notice
has been transmitted satisfactorily.
45
34.
NEGATION OF EMPLOYMENT, PARTNERSHIP AND AGENCY
34.1
Except as expressly provided in this Agreement, Diabetes Australia is not by virtue of
this Agreement, or for any purpose, an employee, partner or agent of the
Commonwealth, or invested with any power or authority to bind or represent the
Commonwealth.
34.2
Except as expressly provided in this Agreement, Diabetes Australia must not represent
itself, and must use its best endeavours to ensure that Diabetes Australia Personnel do
not represent themselves, as being an officer, employee, partner or agent of the
Commonwealth, or as otherwise able to bind or represent the Commonwealth.
35.
SURVIVAL
35.1
Clauses 5, 12, 13, 16, 17, 19, 20, 22, 23, 24, 25, 26, 27, 28 and 31 survive the expiry or
early termination of this Agreement, as do any other provisions that expressly or by
implication from their nature are intended to survive termination or expiry.
46
SCHEDULE 1 - ADMINISTRATIVE DETAIL
1.
COMMONWEALTH CONTACT OFFICER
1.1
The Commonwealth Contact Officer is the person holding, occupying or performing the
duties of Director, Pharmaceutical Aids and Appliances Section, Department of Health and
Ageing. This position is currently occupied by Chris Bedford available at the following
address:
MDP 953
GPO Box 9848
CANBERRA ACT 2601
and available on the following telephone and facsimile numbers and email address:
Telephone:
Facsimile:
Email:
02 6289 2405
02 6289 2354
chris.bedford@health.gov.au
2.
DIABETES AUSTRALIA CONTACT OFFICER
2.1
The Diabetes Australia Contact Officer is the person holding, occupying or performing the
duties of NDSS Executive Officer, Diabetes Australia. This position is currently occupied
by Professor Greg Johnson available at the following address:
GPO Box 3156
CANBERRA ACT 2601
and available on the following telephone and facsimile numbers and email address:
Telephone:
Facsimile:
Email:
02 6232 3811
02 6230 1535
gjohnson@diabetesaustralia.com.au
3.
SCHEME PERIOD
3.1
1 July 2011 to 30 June 2016
4.
ASSETS
(a)
NDSS IT infrastructure (software and hardware) which is located at Equinix in
Mascot and HandsOn Systems Premises.
47
5.
KEY DOCUMENTS
Aspect of Scheme
Scheme management and
general administration
Organisations which support
the Scheme
Product supply and delivery
Registrant Support Services
National Development
Programs
Transition
6.
Key Documents
Annual Plan
Reference
Item 5 of Schedule 4
Budget
Item 5 of Schedule 4
strategic plan for
information technology
Items 3.2 and 3.3 of
Schedule 4
Access Point Guidelines
Item 8 of Schedule 5
project plan for the Product
Supply and Delivery
Arrangements Review
Item 5 of Schedule 6
project plan for the NDSS
Product Schedule Review
Item 6 of Schedule 6
Registrant Support Services
Guidelines
Item 6 of Schedule 7
project plan for the
Registrant Support Services
Review
Item 7 of Schedule 7
National Development
Programs Manual
Item 3.2 of Schedule 8
project plan for the Planning
Process
Item 4.3 of Schedule 8
project plan for each
National Development
Program for 2011-12
Item 6 of Schedule 8
National Development
Programs Strategic Plan
Item 7 of Schedule 8
Transition Plan
Schedule 9
COMMONWEALTH MATERIAL
'Scheme Material' under previous agreements between the Parties in relation to the
Scheme in which the Commonwealth holds the Intellectual Property
7.
EXISTING MATERIAL
(a)
Publications being used to support the Scheme created prior to the commencement
of this Agreement
(b)
'Scheme Material' under previous agreements between the Parties in relation to the
Scheme in which Diabetes Australia holds the Intellectual Property
Existing Material includes, but is not limited to:
(i)
That Diabetes DVD
48
(ii)
Gestational Diabetes – caring for yourself and your baby booklet (GDM Starter
Pack)
(iii)
Life After Gestational Diabetes booklet
(iv)
Understanding Gestational Diabetes DVD
(v)
Positively Managing Diabetes Brochure
(vi)
Translated – Understanding Gestational Diabetes Brochure
(vii) Shopping Guide Poster
(viii) Diabetes and Eating Disorders
(ix)
Youth Transition Pack
(x)
MyD Website
(xi)
NDSS Starter Pack
(xii) About NDSS Brochure
(xiii) NDSS website
(xiv) NDSS Fact Sheets
(xv) Sub-agent Collateral
(xvi) Diabetes Map
(xvii) Having a Health Baby DVD
8.
9.
SCHEME MATERIAL
(a)
Key Documents
(b)
All Material developed using the Funds and Registrant Contributions
(c)
Scheme website
(d)
Registrant database referred to in Item 3.10 of Schedule 4
(e)
National Gestational Diabetes Register
THIRD PARTY MATERIAL
(a)
Publications being used to support the Scheme in which third parties hold the
Intellectual Property
(b)
Feltman
(c)
Flipcharts
(d)
Can I have a Healthy Baby booklet
(e)
Diabetes Management Kit for Aged Care Facilities
(f)
State and Territory Agents fact sheets
(g)
Diabetes Management in the Primary Care Setting
49
10. INSURANCE
10.1 Diabetes Australia must take out and maintain the following types and amounts of
insurance:
(a) workers compensation insurance in accordance with the relevant State or Territory
legislation;
(b)
public liability insurance for an amount of not less than twenty million dollars
($20,000,000.00); and
(c)
professional indemnity insurance for an amount of not less than ten million dollars
($10,000,000.00).
11. ADDRESSES FOR NOTICES
11.1 The Commonwealth’s address for notices is:
Hand delivery: Sirius Building, Furzer Street, Woden ACT
Post:
MDP 953
GPO Box 9848
CANBERRA CITY ACT 2601
Facsimile:
02 6289 2354
11.2 Diabetes Australia’s address for notices is:
Hand delivery: 101 Northbourne Avenue
Turner, ACT
Post:
GPO Box 3156
CANBERRA CITY ACT 2601
Facsimile:
02 6230 1535
50
SCHEDULE 2 - SCHEME OVERVIEW
1.
SCHEME
1.1
The Scheme is an initiative of the Australian Government administered by Diabetes
Australia.
2.
SCHEME OBJECTIVES
2.1
The objective of the Scheme is to improve health outcomes for people with diabetes
across Australia.
2.2
To achieve this, Diabetes Australia will:
(a) provide diabetes aids, equipment and appliances in accordance with paragraph
9A(1)(a) of the National Health Act 1953 (Cth) to Registrants across Australia;
(b)
provide appropriate information and support services on a national basis to
maximise the capacity of Registrants to self manage their diabetes; and
(c)
ensure that there are appropriate and equitable access arrangements to the
Scheme across Australia whilst addressing the different population and regional
needs of Registrants.
3.
NATIONAL STANDARDS
3.1
In performing the Scheme, Diabetes Australia must ensure consistent national
application, including ensuring Registrants have access to the same Products and Services
across Australia with national branding and standard delivery arrangements.
4.
QUALITY AND PERFORMANCE FRAMEWORK
4.1
To ensure ongoing accountability and continuous quality improvement, Diabetes
Australia's performance of this Agreement will be subject to the Quality and Performance
Framework, which measures Diabetes Australia’s performance against the Aim of the
Scheme.
4.2
The Quality and Performance Framework will measure Diabetes Australia's performance
against Key Performance Indicators in 5 key areas:
(a) quality of service and delivery;
(b)
timeliness;
(c)
effectiveness, including Registrant awareness and accessibility;
(d)
appropriateness; and
(e)
efficiency.
51
4.3
In 2011-12 Diabetes Australia will establish a baseline for performance in Key
Performance Indicator's outlined in Schedule 6 and Schedule 7 of this Agreement
following the first Annual Survey. Diabetes Australia must propose targets for those Key
Performance Indicators which demonstrate continuous improvement against the baseline
in proposed Annual Plans for subsequent financial years.
52
SCHEDULE 3 - FUNDS AND PAYMENT
1.
AMOUNT OF FUNDING
1.1
The funding payable by the Commonwealth under this Agreement consists of:
(a) the Variable Component;
(b)
the Fixed Component; and
(c)
amounts payable for transition and reviews as specified in this Schedule 3.
Variable Component
1.2
The ‘Variable Component' consists of:
(a) the Direct Cost Component;
(b)
the Supply and Delivery Component; and
(c)
the Services Component.
1.3
The 'Direct Cost Component' is the amount equal to the direct cost to Diabetes Australia
of Products supplied under this Agreement to Registrants (calculated at ex-supplier prices
and excluding GST), less the Base Registrant Contributions for those Products.
1.4
The 'Supply and Delivery Component', for each financial year during the Agreement
Period, is the amount specified in the table below (as indexed in accordance with Item 1.5
of this Schedule 3) per Unit of Product supplied under this Agreement to Registrants in
the financial year.
Period
Amount per Unit of Product (GST exclusive)
1 July 2011 to 30 June 2012
$4.93
1.5
The Supply and Delivery Component will be indexed at the rate determined by the
Commonwealth on 1 July of each year during the Agreement Period but will not be less
than the amount of 30 June that year. The Commonwealth will notify Diabetes Australia
of the rate and the new amount per Unit of Product.
1.6
Diabetes Australia may only use the Supply and Delivery Component of the Funds for the
parts of the Scheme described in Schedule 5 (Organisations which Support the Scheme)
and Schedule 6 (Product Supply and Delivery).
1.7
The 'Services Component', for each financial year during the Agreement Period, is the
amount specified in the table below (as indexed in accordance with Item 1.8 of this
Schedule 3) per Registrant (calculated based on the number of Registrants at the end of
the relevant financial year), except that, if this Agreement is terminated during a financial
year, the Services Component for that financial year is the amount specified in the table
below (as indexed in accordance with Item 1.8 of this Schedule 3) reduced pro rata based
on the number of days in the financial year per Registrant (calculated based on the
number of Registrants at the termination date).
53
Period
Amount per Registrant (GST exclusive)
1 July 2011 to 30 June 2012
$11.84
1.8
The Services Component will be indexed at the rate determined by the Commonwealth
on 1 July of each year during the Agreement Period but will not be less than the amount
of 30 June that year. The Commonwealth will notify Diabetes Australia of the rate and
the new amount per Registrant.
1.9
Diabetes Australia may only use the Services Component of the Funds for the parts of the
Scheme described in Schedule 7 (Registrant Eligibility, Access and Support Services).
Fixed Component
1.10 The ‘Fixed Component’ consists of the amounts set out in the tables below (as indexed in
accordance with Item 1.11 of this Schedule 3, where applicable). Diabetes Australia may
only use the Fixed Component of the Funds for the parts of the Scheme as set out below.
Administration (General management of this Agreement and activities outlined in Schedule 4)
Period
1 July 2011 to 30 June 2012
Amount (GST exclusive)
$3,089,699
1.11 The administration component of the Fixed Component will be indexed at the rate
determined by the Commonwealth on 1 July of each year during the Agreement Period
but will not be less than the amount of 30 June that year. The Commonwealth will notify
Diabetes Australia of the rate and the new amount for administration.
National Development Programs (Schedule 8)
Period
Amount (GST exclusive)
1 July 2011 to 30 June 2012
$2,150,000
1 July 2012 to 30 June 2013
$2,150,000
1 July 2013 to 30 June 2014
$2,150,000
1 July 2014 to 30 June 2015
$2,150,000
1 July 2015 to 30 June 2016
$2,150,000
Transition
1.12 The Commonwealth recognises that implementation of this Agreement will result in some
additional costs to Diabetes Australia. The Commonwealth will pay funding of $355,000
(GST exclusive) to be used for those costs.
1.13 If the Commonwealth and Diabetes Australia agree to transfer the Scheme to a new sole
purpose company as referred to in Item 3.2 of Schedule 9, then:
(a) the Commonwealth will not be required to pay any costs of the transfer;
(b)
Funds must not be used to pay any costs of the transfer; and
(c)
Diabetes Australia and the company must meet all costs of the transfer.
Reviews
1.14 The Commonwealth will pay funding of $1,000,000 (GST exclusive) to be used for the
Product Supply and Delivery Arrangements Review, NDSS Product Schedule Review and
Registrant Support Services Review.
54
Transfers
1.15 Diabetes Australia must not use Funds other than as set out in this Item 1 without prior
written approval from the Commonwealth. A request for approval must be in writing,
outlining the variation percentage and the reason for that variation.
1.16 Diabetes Australia must ensure that all aspects of the Scheme are performed even if the
Commonwealth approves Funds being used for different parts of the Scheme.
2.
REGISTRANT CONTRIBUTIONS
2.1
'Registrant Contributions' are the amounts paid by or on behalf of Registrants for
Products.
2.2
The amounts payable by or on behalf of Registrants for Products are set out in the
Product Schedule.
2.3
The Parties acknowledge that the Commonwealth will index the amount payable by or on
behalf of Registrants for Products in the Product Schedule annually on 1 January each
year in line with the indexation rate applied to the Pharmaceutical Benefits Scheme.
2.4
‘Base Registrant Contributions’ are the amounts paid by or on behalf of Registrants for
Products identified as Base Registrant Contributions in the Product Schedule.
2.5
The ‘Indexed Component’ is Registrant Contributions less the Base Registrant
Contributions.
2.6
The Indexed Component supplements the Funds with the aim of improving and
enhancing Services. Diabetes Australia may only use the Indexed Component for
purposes approved in writing by the Commonwealth.
2.7
Diabetes Australia may only use any 'indexed component' of registrant contributions
received under the Previous Agreement which have not been used for the purposes of
the Scheme before the commencement of this Agreement for purposes approved in
writing by the Commonwealth.
3.
PAYMENT OF FUNDING
3.1
Direct Cost Component
The Commonwealth will pay the Direct Cost Component monthly in advance (excluding
July of each year during the Agreement Period when the payment will be made in the first
week of that month) on receipt of a correctly rendered invoice in accordance with Item 5
of this Schedule 3.
3.2
The amount of each payment of the Direct Cost Component will be one twelfth of the
Annual Product Estimate.
3.3
The Annual Product Estimate for 2011-12 is $140,863,350 (GST exclusive). For each
subsequent financial year, the Commonwealth will determine the Annual Product
Estimate before the start of the financial year by estimating the direct cost to Diabetes
Australia of Products estimated to be supplied in the financial year based on historical
data and following consultation with Diabetes Australia.
55
3.4
Supply and Delivery Component
The Commonwealth will pay the Supply and Delivery Component in instalments on
achievement of the milestones set out in Item 3.14 of this Schedule 3 and receipt of a
correctly rendered invoice in accordance with Item 5 of this Schedule 3.
3.5
The amount of each payment of the Supply and Delivery Component will be one quarter
of the Annual Supply Estimate.
3.6
The Annual Supply Estimate for 2011-12 is $22,761,091 (GST exclusive). For each
subsequent financial year, the Commonwealth will determine the Annual Supply Estimate
before the start of the financial year by estimating the Units of Product to be supplied in
the financial year based on historical data and following consultation with Diabetes
Australia.
Services Component
The Commonwealth will pay the Services Component in instalments on achievement of
the milestones set out in Item 3.14 of this Schedule 3 and receipt of a correctly rendered
invoice in accordance with Item 5 of this Schedule 3.
3.7
3.8
The amount of each payment of the Services Component will be one quarter of the
Annual Services Estimate.
3.9
The Annual Services Estimate for 2011-12 is $12,194,928 (GST exclusive). For each
subsequent financial year, the Commonwealth will determine the Annual Services
Estimate before the start of the financial year by estimating the number of Registrants for
the financial year based on historical data and following consultation with Diabetes
Australia.
Reconciliation of Variable Component
3.10 For the purposes of Item 3.11 of this Schedule 3, the 'Relevant Times' are:
(a) the end of each financial year during the Agreement Period; and
(b)
the end of the Agreement Period.
3.11 Within 120 days after each Relevant Time (or, if this Agreement is terminated early,
within 40 Business Days after the Relevant Time):
(a) if the Variable Component calculated as at the Relevant Time exceeds the amount
paid by the Commonwealth in respect of the Variable Component as at the Relevant
Time, the Commonwealth must pay the difference to Diabetes Australia; or
(b)
if the amount paid by the Commonwealth in respect of the Variable Component as
at the Relevant Time exceeds the Variable Component calculated as at the Relevant
Time, Diabetes Australia must pay the difference to the Commonwealth.
Fixed Component
3.12 The Commonwealth will pay the Fixed Component in instalments on achievement of the
milestones set out in Item 3.14 of this Schedule 3 and receipt of a correctly rendered
invoice in accordance with Item 5 of this Schedule 3.
3.13 The amount of each payment of the Fixed Component will be one quarter of the relevant
annual amounts specified in Items 1.10 and 1.11 of this Schedule 3.
56
Milestones
3.14 The milestones are set out in the following table:
Milestone
2011-12
(a)
Commencement of this Agreement; and
(b)
Commonwealth approval of project plans for the
National Development Programs for 2011-12
(a)
Commonwealth approval of the Annual Plan,
Budget, project plans for the Product Supply and
Delivery Arrangements Review, NDSS Product
Schedule Review and Planning Process, strategic
plan for information technology and Access
Point Guidelines; and
(b)
Commonwealth acceptance of Quarter 1
Progress Report and the Final Report required
under the Previous Agreement
(a)
Commonwealth approval of Transition Plan and
Registrant Support Services Guidelines; and
(b)
Commonwealth acceptance of Quarter 2
Progress Report and final Report on the Planning
Process
(a)
Commonwealth approval of the project plan for
the Registrant Support Services Review, National
Development Programs Manual and National
Development Programs Strategic Plan; and
(b)
Commonwealth acceptance of Quarter 3
Progress Report
2012-13
(a)
Commonwealth approval of Annual Plan,
Budget;
(b)
Commonwealth acceptance of Quarter 4
Progress Report and final Report for the Product
Supply and Delivery Arrangements Review; and
(c)
submission of Access Point expansion plan
(a)
Commonwealth approval of updated Transition
Plan; and
(b)
Commonwealth acceptance of the final report
for the Registrant Support Services Review,
Quarter 1 Progress Report and 2011-12 End of
Financial Year Report
(a)
Commonwealth approval of revised Registrant
Support Services Guidelines; and
(b)
Commonwealth acceptance of Quarter 2
Progress Report
Commonwealth acceptance of Quarter 3 Progress
Report
2013-14
(a)
Commonwealth approval of Annual Plan and
Budget; and
Milestone due date
1 July 2011
30 October 2011
30 January 2012
30 April 2012
30 July 2012
30 October 2012
30 January 2013
30 April 2013
30 July 2013
57
Milestone
(b)
Commonwealth acceptance of Quarter 4
Progress Report
(a)
Commonwealth approval of updated Transition
Plan; and
(b)
Commonwealth acceptance of Quarter 1
Progress Report and 2012-13 End of Financial
Year Report
Commonwealth acceptance of Quarter 2 Progress
Report
Commonwealth acceptance of Quarter 3 Progress
Report
2014-15
(a)
Commonwealth approval of Annual Plan and
Budget; and
(b)
Commonwealth acceptance of Quarter 4
Progress Report
(a)
Commonwealth approval of updated Transition
Plan; and
(b)
Commonwealth acceptance of Quarter 1
Progress Report and 2013-14 End of Financial
Year Report
Commonwealth acceptance of Quarter 2 Progress
Report
Commonwealth acceptance of Quarter 3 Progress
Report
2015-16
(a)
Commonwealth approval of Annual Plan and
Budget; and
(b)
Commonwealth acceptance of Quarter 4
Progress Report
(a)
Commonwealth approval of updated Transition
Plan; and
(b)
Commonwealth acceptance of Quarter 1
Progress Report and 2014-15 End of Financial
Year Report
Commonwealth acceptance of Quarter 2 Progress
Report
Commonwealth acceptance of Quarter 3 Progress
Report
Milestone due date
30 October 2013
30 January 2014
30 April 2014
30 July 2014
30 October 2014
30 January 2015
30 April 2015
30 July 2015
30 October 2015
30 January 2016
30 April 2016
Transition
3.15 The Commonwealth will pay the amount specified in Item 1.12 of this Schedule 3
following commencement of this Agreement and receipt of a correctly rendered invoice
in accordance with Item 5 of this Schedule 3.
58
Reviews
3.16 The Commonwealth will pay the amount specified in Item 1.14 of this Schedule 3 in
instalments on achievement of milestones as specified in the project plans for the
Product Supply and Delivery Arrangements Review, NDSS Product Schedule Review and
Registrant Support Services Review approved by the Commonwealth.
4.
REVIEW
4.1
In the event that the Consumer Price Index exceeds five per cent for the 12 months to 30
June in any year during the Agreement Period, the Commonwealth and Diabetes Australia
will, if requested by either Party, hold discussions to review arrangements under this
Agreement.
5.
INVOICING
5.1
The due date for payment is 30 days after receipt by the Commonwealth of a correctly
rendered invoice. A correctly rendered invoice is one that:
(a) identifies the name of the Scheme;
(b)
sets out the name of the Commonwealth Contact Officer;
(c)
contains a claim for the amount properly required; and
(d)
is a tax invoice.
59
SCHEDULE 4 - SCHEME MANAGEMENT AND
GENERAL ADMINISTRATION
1.
GENERAL
1.1
This Schedule 4 sets out management and administration requirements for the Scheme to
ensure its efficient and effective delivery on a national level, including:
(a) information technology and data collection;
(b)
national marketing and promotion; and
(c)
planning and reporting requirements.
2.
OBJECTIVE
2.1
Diabetes Australia is engaged by the Commonwealth to manage the Scheme on a national
level in line with the Quality and Performance Framework. Diabetes Australia is fully
responsible for the performance of the Scheme and for ensuring compliance with this
Agreement.
2.2
Diabetes Australia must ensure efficient and effective delivery of the Scheme in each
State and Territory, including national marketing and promotion, to ensure the Scheme is
delivered consistently throughout Australia.
3.
INFORMATION TECHNOLOGY
3.1
Diabetes Australia must maintain, develop and enhance the information technology
system supporting the Scheme during the Agreement Period to enable the efficient,
effective and appropriate delivery of Products and Services to Registrants.
3.2
Diabetes Australia must provide a proposed strategic plan for information technology to
the Commonwealth by 30 September 2011.
3.3
Diabetes Australia must provide updated strategic plans for information technology to
the Commonwealth from time to time as required by the Commonwealth.
3.4
Diabetes Australia must maintain, develop and enhance the information technology
system supporting the Scheme in accordance with the strategic plan for information
technology approved by the Commonwealth.
3.5
Diabetes Australia must collect, maintain and record appropriate data to enable Diabetes
Australia to meet its obligations and reporting requirements under this Agreement.
3.6
Diabetes Australia must maintain a secure website for reporting and business intelligence
in which the Commonwealth can access data in relation to the Scheme on a monthly
basis. This website must provide access to the following information:
Cost of the Scheme
(a) the direct cost of Products supplied through the Scheme;
60
(b)
the value of remuneration to Diabetes Australia paid in accordance with Schedule 3
in respect of Products supplied through the Scheme;
(c)
Registrant Contributions collected in respect of those Products;
(d)
cost to the Commonwealth;
Product
(e) quantity of Product supplied to Registrants by Unit of Product;
(f)
the proportion of Products supplied to Registrants, broken down nationally and by
States and Territories via:
(i)
Access Point Connectivity (Access Points);
(ii)
manual sales (mail); and
(iii)
over the counter at Agents; and
Registrants
(g) number of Registrants broken down into:
(i)
national and by State/Territory;
(ii)
age range;
(iii)
diabetes type;
(iv)
insulin requiring, non-insulin injectable requiring and non injectable;
(v)
total pump users;
(vi)
number of Aboriginal and Torres Strait Islander Registrants;
(vii) number of Registrants with a language other than English spoken at home;
and
(viii) number of Registrants who ordered Product within the previous 12 months,
by type.
3.7
Diabetes Australia must also provide information within this secure website on an annual
basis for each financial year not later than 30 September for the categories below:
(a) the number of Agent shopfronts and Access Points by postcode
(b)
the ratio of Agent Shopfronts and Access Points to Registrants by postcode;
(c)
number of Products supplied by postcode;
(d)
number of Products (in PBS quantities) supplied by postcode;
(e)
number of Products (in PBS quantities) supplied by process order (not over the
counter) by destination postcode; and
(f)
number of Products (in PBS quantities) supplied by age range.
Registrant databases
3.8
Diabetes Australia must maintain, develop and enhance a variety of Registrant databases
as detailed in this Item 3 to appropriately record eligible people for the Scheme.
3.9
Diabetes Australia must ensure appropriate data quality assurance processes are in place
so that data remains reliable, current and appropriate to the Scheme.
61
3.10 Diabetes Australia must develop and maintain a general Registrant database that records
information for each Registrant appropriate for administration of the Scheme, including
reporting requirements outlined in this Agreement. At a minimum this database must
record:
(a) demographic information, such as name, date of birth and current address;
(b)
diabetes type, including insulin status; and
(c)
access rates including Product usage and Product type.
3.11 Diabetes Australia must ensure that there are appropriate quality assurance mechanisms
and checks in place in relation to Registrant data entry.
3.12 If at any stage Diabetes Australia is aware of any data collection inaccuracies, it must
notify the Commonwealth and identify steps being taken to rectify the situation.
3.13 Diabetes Australia must maintain a database of Registrants diagnosed with gestational
diabetes mellitus ('National Gestational Diabetes Register’) for the purposes of meeting
its Registrant Support Services obligations in relation to the follow-up of women post
gestational diabetes mellitus. At a minimum, this database must record the elements
listed in Item 3.10 of this Schedule 4 and:
(a) previous diagnosis of gestational diabetes;
(b)
primary care practitioner contact information;
(c)
secondary contact information;
(d)
expected date of delivery; and
(e)
first degree relatives with gestational diabetes.
3.14 Diabetes Australia agrees to provide data to the Australian Institute of Health and
Welfare primarily for the purpose of the National Diabetes Register on a six monthly
basis. At a minimum, this data set must contain:
(a) Registrant details;
(b)
Scheme registration date;
(c)
diagnosis date;
(d)
diabetes type;
(e)
Aboriginal or Torres Strait Islander status; and
(f)
culturally and linguistically diverse status.
3.15 Diabetes Australia acknowledges that the Commonwealth and the Australian Institute of
Health and Welfare will not be required to pay, and the Funds must not be used to pay,
any costs for the provision of data as Diabetes Australia will receive in kind services by the
application of the National Death Index by the Australian Institute of Health and Welfare.
Key Performance Indicators
Objective
Indicator
Measured
Data accuracy:
Application of the National 100%
Annually
62
Objective
Death Index twice yearly
Indicator
Measured
Data accuracy:
2011-12 <0.5%
Quarterly
Duplicate records
2012-13<0.25%
2013-14<0.01%
2014-15<0.01%
2015-16<0.01%
Data quality:
New Registrant details
quality assured
100%
Quarterly
5% of Access Points
nationally are randomly
audited annually
Quarterly
Data quality:
Audit of Access Points
updating and confirming
Registrant details when
accessing
Access Point Connectivity
3.16 As part of the information technology system supporting the Scheme, Diabetes Australia
must make available to Access Points a platform on which to order Registrant Product
purchases, including the ability to perform the following:
(a) record Product sales and transmit information to Diabetes Australia for re-supply;
and
(b)
update Registrant address and contact details.
4.
MARKETING AND PROMOTION
4.1
Diabetes Australia and the Commonwealth recognise the importance of marketing and
promoting the Scheme to increase awareness and participation in the Scheme. Scheme
awareness and recognition is a key factor in ensuring that the Scheme is effectively
utilised and accessible by all eligible persons. Registrants should be able to recognise
Scheme locations and key activities, while health professionals should be encouraged to
consider its benefits for their patients/clients.
4.2
The proposed Annual Plan provided in accordance with Item 5 of this Schedule 4 must
include a proposed national marketing and promotion plan for the Scheme. The focus of
this plan is to increase the awareness of the Scheme by people with diabetes, health
professionals and other key stakeholders. This plan must encompass promotion of and
ongoing communication with existing Registrants and key health professional groups.
4.3 Diabetes Australia must develop and deliver all marketing and promotion on a national
basis and ensure that marketing and promotion activities are consistent and cover all
States or Territories. The Parties recognise that the timing and mix of activities may vary
where this forms part of the Annual Plan approved by the Commonwealth.
4.4
End of Financial Year Reports must include a report against the national marketing and
promotion plan part of the Annual Plan approved by the Commonwealth.
63
5.
ANNUAL PLAN AND BUDGET
5.1
Diabetes Australia must provide the Commonwealth with a proposed annual plan and
budget for the use of the Funds and Registrant Contributions for the delivery of the
Scheme for each year of the Agreement Period ('Annual Plan' and 'Budget').
5.2
At a minimum, the proposed Annual Plan and Budget must include:
(a) the activities and funding to support the national management and coordination,
program management, advisory committees and working parties including MESAC
and operational requirements of this Agreement;
(b)
the Registrant Support Services Plan and Budget;
(c)
the National Development Programs Plan and Budget;
(d)
the proposed national marketing and promotion plan referred to in Item 4 of this
Schedule 4; and
(e)
an annual budget for each component of the plan including a breakdown of costs
associated with that activity by line item.
5.3
Diabetes Australia must provide proposed Annual Plans and Budgets by the due dates set
out in Item 7 of this Schedule 4.
5.4
Proposed Annual Plans and Budgets must be in the form of the templates approved by
the Commonwealth. Diabetes Australia and the Commonwealth will collaborate on the
development of appropriate templates by 29 July 2011.
6.
REPORTS
Progress Reports
6.1
Diabetes Australia must provide Progress Reports on a quarterly basis by the due dates
set out in Item 7 of this Schedule 4.
6.2
For the purposes of reporting under this Agreement, the following applies:
(a) Quarter 1: 1 July to 30 September
6.3
(b)
Quarter 2: 1 October to 31 December
(c)
Quarter 3: 1 January to 31 March
(d)
Quarter 4: 1 April to 30 June
In addition to the requirements outlined in clause 13.3, each Progress Report must
contain:
(a) an executive summary outlining the key activities and achievements for the
reporting period;
(b)
a report against the Annual Plan and Budget tracking key activities and
achievements against expenditure and Key Performance Indicators;
(c)
an unaudited income and expenditure statement for each funding stream which
demonstrates expenditure against the Annual Plan and Budget approved by the
Commonwealth;
64
6.4
(d)
other information relevant to the operation of the Scheme; and
(e)
the information required by the other Schedules, including:
(i)
an Access Point Report;
(ii)
a Product Supply Report;
(iii)
a Registrant Support Services Report; and
(iv)
a National Development Programs Report.
To avoid doubt, where Diabetes Australia has subcontracted performance of aspects of
the Scheme to an Agent, Diabetes Australia maintains responsibility for reporting against
the outcomes of those aspects.
End of Financial Year Reports
6.5
Diabetes Australia must provide an End of Financial Year Report for each financial year
during the Agreement Period by the due date set out in Item 7 of this Schedule 4.
6.6
In addition to the requirements outlined in clause 13.4, the End of Financial Year Reports
must contain:
(a) the information required for Progress Reports;
6.7
(b)
the information in relation to marketing and promotion required by Item 4 of this
Schedule 4; and
(c)
a certificate provided by the Chief Executive Officer or Chief Financial Officer of
Diabetes Australia that Diabetes Australia has complied with its obligations in
respect of the Funds and Registrant Contributions, and managed the Funds and
Registrant Contributions and kept accounts and records in respect of the Funds and
Registrant Contributions in accordance with Australian Accounting Standards and
Australian Auditing Standards.
To avoid doubt, where Diabetes Australia has subcontracted performance of aspects of
the Scheme to an Agent, Diabetes Australia maintains responsibility for reporting against
the outcomes of those aspects.
Final Report
6.8
Diabetes Australia must provide the Final Report by the due date set out in Item 7 of this
Schedule 4.
6.9
In addition to the requirements outlined in clause 13.5, the Final Report must also
include:
(a) the information required for End of Financial Year Reports; and
(b)
an overview of the outcomes achieved over the Agreement Period.
Templates
6.10 Reports must be in the form of the templates approved by the Commonwealth. Diabetes
Australia and the Commonwealth will collaborate on the development of appropriate
templates by 29 July 2011.
65
7.
TIMELINES AND DELIVERABLES
Financial year
Due date*
Deliverable
2011-12
30 September 2011
Proposed strategic plan for information
technology
15 August 2011
Proposed 2011-12 Annual Plan and
Budget
15 October 2011
Quarter 1 Progress Report
16 January 2012
Quarter 2 Progress Report
16 April 2012
Quarter 3 Progress Report
30 April 2012
Proposed 2012-13 Annual Plan and
Budget
16 July 2012
2011-12 Quarter 4 Progress Report
1 October 2012
2011-12 End of Financial Year Report
15 October 2012
Quarter 1 Progress Report
15 January 2013
Quarter 2 Progress Report
15 April 2013
Quarter 3 Progress Report
30 April 2013
Proposed 2013-14 Annual Plan and
Budget
15 July 2013
2012-13 Quarter 4 Progress Report
30 September 2013
2012-13 End of Financial Year Report
15 October 2013
Quarter 1 Progress Report
15 January 2014
Quarter 2 Progress Report
15 April 2014
Quarter 3 Progress Report
30 April 2014
Proposed 2014-15 Annual Plan and
Budget
15 July 2014
2013-14 Quarter 4 Progress Report
30 September 2014
2013-14 End of Financial Year Report
15 October 2014
Quarter 1 Progress Report
15 January 2015
Quarter 2 Progress Report
15 April 2015
Quarter 3 Progress Report
30 April 2015
Proposed 2015-16 Annual Plan and
Budget
15 July 2015
2014-15 Quarter 4 Progress Report
30 September 2015
2014-15 End of Financial Year Report
15 October 2015
Quarter 1 Progress Report
15 January 2016
Quarter 2 Progress Report
2012-13
2013-14
2014-15
2015-16
66
Financial year
Due date*
Deliverable
15 April 2016
Quarter 3 Progress Report
30 September 2016
Final Report
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
67
SCHEDULE 5 - ORGANISATIONS WHICH SUPPORT
THE SCHEME
1.
GENERAL
1.1
This Schedule 5 sets out mechanisms to support access to the Scheme for Registrants
through a variety of organisations across Australia.
2.
OBJECTIVE
2.1
The Commonwealth and Diabetes Australia recognise that as a national initiative it is
essential to ensure that the Scheme provides appropriate and equal access arrangements
across Australia.
2.2
Diabetes Australia may subcontract some elements associated with the delivery of the
Scheme as described in this Schedule 5.
2.3
Diabetes Australia is fully responsible for the performance of the Scheme and for ensuring
compliance with this Agreement. To avoid doubt, subcontracting functions of the Scheme
to Agents, Access Points or other persons in no way removes Diabetes Australia’s
responsibility for the delivery of the Scheme.
3.
AGENTS
3.1
The Parties agree that Diabetes Australia will appoint each of the following organisations
as Agents for the Agreement Period (unless otherwise agreed between the Parties) to
manage the delivery of the Scheme:
State and Territory Agents
Australian Capital Territory:
Diabetes ACT Ltd
New South Wales:
Australian Diabetes Council
Northern Territory:
Diabetes Association of the NT Inc
Queensland:
Diabetic Association of Queensland
South Australia:
Diabetic Association of South Australia
Tasmania:
Diabetes Australia - Tasmania
Victoria:
Diabetes Australia - Victoria
Western Australia:
Diabetes Association of Western Australia Inc
National Health Professional Body Agents
Australian Diabetes Society Limited (ADS)
Australian Diabetes Educators’ Association Limited (ADEA)
3.2
Diabetes Australia may subcontract Agents to supply Products to Registrants and Access
Points during 2011-12 and 2012-13. From 1 July 2013, subcontracting of Agents to supply
Product will only be permitted where consistent with the national model for the supply
and delivery of Products referred to in Item 5.8 of Schedule 6 or as otherwise approved
by the Commonwealth.
68
3.3
Agents may be appointed by Diabetes Australia, following consultation with the
Commonwealth, if required.
3.4
Diabetes Australia must enter into subcontracting arrangements with Agents in
accordance with clause 7.
3.5
Diabetes Australia must ensure Agents carry out their functions and responsibilities under
the Scheme, including the appointment and management of Access Points, in a manner
which complies with the obligations imposed by this Agreement.
3.6
If required by the Commonwealth, Diabetes Australia must obtain for the Commonwealth
an acknowledgment from each Agent of the obligations under this Agreement, in the
form approved by the Commonwealth.
4.
STAKEHOLDER MEETINGS
4.1
Diabetes Australia must organise a meeting between Diabetes Australia, the
Commonwealth, State and Territory Agents and National Health Professional Body Agents
in April and November each year during the Agreement Period to discuss Scheme
operational issues.
4.2
Diabetes Australia must organise at least once per year a stakeholder reference group
meeting between the Commonwealth, Diabetes Australia and a range of Access Point
nominees drawn from the entities in Item 5.2 of this Schedule 5 to ensure ongoing
stakeholder communication and engagement.
5.
ACCESS POINTS
5.1
Diabetes Australia may only permit State and Territory Agents to appoint Access Points in
accordance with this Schedule 5. Diabetes Australia must not permit National Health
Professional Body Agents to appoint Access Points.
5.2
Entities that Agents may appoint as Access Points include:
(a) community pharmacies;
5.3
(b)
community health centres;
(c)
Medicare Locals;
(d)
general practices;
(e)
Integrated Care Centres;
(f)
Diabetes Centres;
(g)
hospitals;
(h)
appropriate allied health practices;
(i)
Aboriginal health services; or
(j)
other appropriate outlets which have been approved by Diabetes Australia in
writing.
Diabetes Australia must ensure that the obligations in any such arrangement are
consistent with the obligations imposed by this Agreement.
69
5.4
Diabetes Australia must ensure that Access Points are not granted exclusive territory
rights.
Selection of Access Points
5.5
Diabetes Australia must ensure that each individual case for an Access Point is subject to
a feasibility analysis using the nationally consistent criteria set out in Items 5.7 and 5.9 of
this Schedule 5.
5.6
Diabetes Australia must ensure that an Agent's refusal to appoint an Access Point is
subject to appeal to Diabetes Australia.
Pharmacies
5.7
All approved pharmacies throughout Australia are eligible to be considered by Diabetes
Australia or its Agents for selection as Access Points. To be considered the pharmacy
needs to demonstrate to the Agent its:
(a) pharmacy licence, location approval and approved Pharmaceutical Benefits Scheme
supplier status; and
(b)
5.8
commitment to providing specialty services to people with diabetes through:
(i)
registration in the Diabetes Medicines Check Program;
(ii)
accreditation under the Quality Care in Pharmacy Program (other programs);
(iii)
allocation of an area that will be dedicated for the counselling of clients and
demonstration of Products which can maintain the confidentiality of such
meetings; and
(iv)
the availability of business systems and hardware capable of operating and
connecting to the Diabetes Australia operating system for recording the
delivery of Products and Services to Registrants; and
Diabetes Australia must ensure that Access Points that were appointed prior to the
commencement of this Agreement meet the eligibility criteria in Item 5.7(b) of this
Schedule 5 within 24 months after commencement of this Agreement.
Other entities
5.9
All other entities referred to in Item 5.2 of this Schedule 5 are eligible to be considered by
Diabetes Australia or its Agents for selection as Access Points. To be considered these
entities must demonstrate:
(a) commitment to providing specialty services to people with diabetes;
(b)
a commitment to staff for ongoing education on developments in diabetes
management through programs recognised or accredited by Diabetes Australia, or
as directed by the Commonwealth;
(c)
the ability to assist culturally and linguistically diverse/indigenous groups (eg.
languages spoken);
(d)
allocation of an area that will be dedicated for the counselling of clients and
demonstration of Products which can maintain the confidentiality of such meetings;
70
(e)
the availability of business systems and hardware capable of operating and
connecting to the Diabetes Australia operating system for recording the delivery of
Products and Services to Registrants;
(f)
suitable location in relation to public transport and/or car parking; and
(g)
other criteria considered appropriate by Diabetes Australia or its Agents, in
consultation with the Commonwealth, in relation to specific or special areas or
locations.
Removal of Access Points
5.10 Diabetes Australia and the State and Territory Agents may terminate the appointment of
Access Points in accordance with the process set out in the Access Point Guidelines in
consultation with the Commonwealth.
Role of Diabetes Australia in relation to Access Points
5.11 Diabetes Australia must ensure Agents provide Access Points with:
(a) an induction into the Scheme, including comprehensive training, to be held within
20 Business Days after the commencement of the arrangement between the Agent
and the Access Point;
(b)
Diabetes Australia’s procedural documentation, software relevant to the Access
Point's role, access to Access Point Connectivity and associated training within 20
Business Days after the commencement of the arrangement between the Agent
and the Access Point;
(c)
Scheme refresher training on request by an Access Point by immediate online
support or on site support within a reasonable timeframe after the receipt of the
request. Online support must be operational by 1 January 2012;
(d)
an identification of other suitable training programs and/or updates for Access
Point staff on diabetes care and management with programs recognised or
accredited by Diabetes Australia or as directed by the Commonwealth;
(e)
suitable Scheme material for Access Points to provide to Registrants;
(f)
a contact officer for queries, advice and complaints;
(g)
suitable marketing information and signs to identify the outlet as an Access Point
under the Scheme in accordance with clause 18;
(h)
Product required by Registrants, in line with the timeframes detailed in the Access
Point Guidelines approved by the Commonwealth; and
(i)
advice on local diabetes services and networks.
6.
ROLE OF ACCESS POINTS
6.1
Diabetes Australia must ensure Access Points perform the following functions and
responsibilities under the Scheme:
(a) provide a reliable supply of Products to Registrants within the timeframe referred
to in Item 4 of Schedule 6;
71
(b)
provide Registrants with the information material as required by the Access Point
Guidelines;
(c)
provide access for Registrants to a person engaged or employed by the Access Point
for the provision of information on diabetes and who is capable of responding to
Registrants’ questions. This person must be aware of other services to which the
Registrant can be referred;
(d)
collect, properly account for, and remit to the Agent, in accordance with Diabetes
Australia required procedures, Registrant Contributions;
(e)
comply with administrative and reporting requirements to the Agent detailed in the
Access Point Guidelines approved by the Commonwealth in order for the Agent to
fulfil its obligations to Diabetes Australia;
(f)
participate in effective and efficient relationships with the Agent to provide high
quality and professional services to Registrants;
(g)
forward all Registrant applications to Diabetes Australia within 10 Business Days;
and
(h)
display and promote the Scheme in a manner that meets Diabetes Australia’s and
the Commonwealth’s requirements in line with clauses 17 and 18.
7.
ACCESS POINT EXPANSION
7.1
Diabetes Australia and the Commonwealth acknowledge the importance of continuing to
expand the Access Point network to decrease the burden placed on Registrants to
manage their diabetes.
7.2
Diabetes Australia must submit an Access Point expansion plan to the Commonwealth by
30 June 2012 addressing how it will continue to expand the network throughout the
Agreement Period.
8.
ACCESS POINT GUIDELINES
8.1
Diabetes Australia must develop proposed guidelines in relation to Access Points, in line
with the Quality and Performance Framework, that set out:
(a) nationally consistent criteria for appointment eligibility;
8.2
8.3
(b)
appointment and termination process;
(c)
functions, responsibilities and KPIs;
(d)
Diabetes Australia communication point; and
(e)
information relating to Product, such as stock holding, delivery and supply,
('Access Point Guidelines').
The proposed Access Point Guidelines must be provided to the Commonwealth by 29 July
2011.
Diabetes Australia must publish the Access Point Guidelines approved by the
Commonwealth on the Scheme website.
72
8.4
Diabetes Australia must ensure that each Access Point is established in accordance with
the Access Point Guidelines approved by the Commonwealth and is provided with a copy
of the Access Point Guidelines approved by the Commonwealth at the commencement of
the arrangement between the Agent and the Access Point.
9.
ACCESS POINT REPORTS
9.1
Progress Reports and End of Financial Year Reports must include a report on Access
Points which identifies Registrant access to the Scheme by Access Point in line with the
Quality and Performance Framework ('Access Point Report').
9.2
The Access Point Report must include:
(a) number of Access Points located in each State/Territory;
(b)
review of Access Point activity in each State/Territory;
(c)
review of Access Point expansion in each State/Territory, including:
(i)
number of Access Point applications received (including type – pharmacy, non
pharmacy);
(ii)
number of successful Access Point applications;
(iii)
number of unsuccessful Access Point applications and reasons for their denial;
and
(iv)
number of appeals lodged regarding unsuccessful Access Point applications;
and
(d)
status of Access Point Connectivity rollout and a report on the effectiveness of the
system; and
(e)
any other matters considered relevant including areas of concern or areas of
continuous improvement.
10. NATIONAL HEALTH PROFESSIONAL BODY AGENTS
10.1 Diabetes Australia and the Commonwealth acknowledge the important input and support
to the Scheme provided by the two key National Health Professional Body Agents
dedicated to diabetes in Australia.
Australian Diabetes Educators' Association Limited (ADEA )
10.2 The ADEA is Australia’s peak professional organisation in diabetes education. It actively
promotes best practice diabetes education to ensure optimal health and well being for all
people affected by, and at risk of, diabetes.
Australian Diabetes Society Limited (ADS)
10.3 The ADS is the expert organisation in Australia on medical and scientific diabetes matters
and is devoted to the medical and scientific advancement of diabetes care and research.
Its overall goals are to provide optimum care for people with diabetes and to research
methods for curing diabetes and preventing those at risk from developing diabetes.
73
Role in relation to the Scheme
10.4 The role of the ADS and ADEA in relation to the Scheme is in their respective capacities as
the peak medical and scientific organisation and peak diabetes educator organisation
involved in the care of people with diabetes in Australia to draw upon the wide-ranging
expertise of their memberships to provide the best possible clinical, scientific and
strategic advice to inform the development and delivery of the Scheme. This helps to
ensure that Products and Services meet appropriate standards, and deliver optimal
outcomes for people with diabetes.
10.5 Diabetes Australia must ensure that National Health Professional Body Agents fulfil their
role through providing a broad range of advice and assistance to the overall
administration of the Scheme and supporting the Scheme through:
(a) appointing expert members to relevant Diabetes Australia advisory committees
(including but not limited to the MESAC) to support the administration of the
Scheme;
(b)
providing advice on new product types and categories as requested by the
Commonwealth;
(c)
appointment of expert members to relevant National Development Programs
working parties and other advisory structures as developed from time to time;
(d)
developing and implementing processes and evaluation tools that measure
standards of care and outcomes for people with diabetes;
(e)
participating in strategic planning and development for the Scheme along with State
and Territory Agents and Diabetes Australia;
(f)
developing programs to ensure standards of practice are maintained across all
health professional groups;
(g)
developing position statements that ensure latest evidence on best practice is
provided to and implemented by all health professionals; and
(h)
developing materials and information for health professionals to use to facilitate
the better care of people with diabetes.
Medical, Education and Scientific Advisory Council
10.6 Diabetes Australia must provide an appropriate committee to advise and provide
strategic direction on relevant medical, education and scientific matters ('Medical,
Education and Scientific Advisory Council' or 'MESAC'). MESAC will play a central role in
advising on the appropriateness of Products funded via the Scheme and may provide
advice on development, outcomes and delivery of National Development Programs.
MESAC must include members of ADEA and ADS.
11. TIMELINES AND DELIVERABLES
Due date*
29 July 2011
30 November 2011
30 June 2012
Deliverable
Provide proposed Access Point Guidelines
Meeting between Diabetes Australia, the
Commonwealth and Agents
Provide Access Point expansion plan
74
Due date*
30 June 2012
30 April 2012
30 November 2012
30 June 2013
30 April 2013
30 November 2013
30 June 2014
30 April 2014
30 November 2014
30 June 2015
30 April 2015
30 November 2015
29 February 2016
30 April 2016
Deliverable
Meeting between the Commonwealth, Diabetes
Australia and Access Point nominees
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between the Commonwealth, Diabetes
Australia and Access Point nominees
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between the Commonwealth, Diabetes
Australia and Access Point nominees
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between the Commonwealth, Diabetes
Australia and Access Point nominees
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between Diabetes Australia, the
Commonwealth and Agents
Meeting between the Commonwealth, Diabetes
Australia and Access Point nominees
Meeting between Diabetes Australia, the
Commonwealth and Agents
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
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SCHEDULE 6 - PRODUCT SUPPLY AND DELIVERY
1.
GENERAL
1.1
This Schedule 6 sets out requirements in relation to the supply and delivery of Product to
Registrants and Access Points.
2.
PRODUCTS TO BE SUPPLIED
2.1
The products to be supplied by Diabetes Australia under this Agreement will be those
listed in the Product Schedule or in a written determination made by the Minister for the
purpose of this Agreement, being aids and appliances prescribed for the purposes of
section 9A of the National Health Act 1953 (Cth).
3.
NATIONAL SUPPLY OF PRODUCTS
3.1
Diabetes Australia must supply Products under the Scheme to Registrants throughout
each State and Territory in a way that reflects best value to the Commonwealth.
4.
PURCHASE AND SUPPLY ARRANGEMENTS
4.1
Diabetes Australia must make suitable arrangements to enable and ensure the supply of
Products to Registrants.
4.2
Diabetes Australia must purchase Products required for the purpose of the Scheme from
suppliers nominated by the Commonwealth, at prices agreed between the
Commonwealth and the suppliers.
4.3
The Commonwealth is responsible for approving and listing Products on the Product
Schedule in accordance with the Product Listing and Management Guidelines notified to
Diabetes Australia by the Commonwealth.
4.4
Products must only be supplied to Registrants upon production of one or more of the
following:
(a) a valid Scheme registration card;
(b)
a valid Medicare card;
(c)
a valid Scheme registration number; or
(d)
a valid Medicare number,
and payment of the correct amount of Registrant Contributions as detailed in Item 2.2 of
Schedule 3.
4.5
To achieve optimal supply of Products to Registrants, Diabetes Australia must ensure that
sufficient stock and types of Products are maintained at all times to meet all reasonable
orders by Access Points in accordance with best practice for stock administration.
76
4.6
Diabetes Australia may from time to time determine that not all Products need to be held
at all locations, but instead ensure that appropriate referral mechanisms exist to allow
Registrants to access Products via an alternative method without additional cost and
within 2 Business Days.
4.7
Diabetes Australia must use its best endeavours, assuming that the Product is not on
back-order with the relevant supplier, to ensure that a Registrant or Access Point that has
submitted an order to Diabetes Australia is supplied with the ordered quantity, or at least
a reasonable quantity in lieu of the ordered quantity of Products, within 2 Business Days.
4.8
Diabetes Australia must ensure that Scheme registration and order forms are available at
all Access Points and on the Scheme website.
Key Performance Indicators
Objective
Indicator
Measured
Product despatched to Access Points
(unless supplier is out of stock)
Within 2 Business
Days after receipt of
order
Annually
> 98%
Access Point complaints related to
Product supply and delivery
< 2%
Annually
Response to Access Point complaints
Within 2 Business
Days
Annually
>98%
Registrant satisfaction in relation to
Product supply
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Registrant complaints related to Product
supply and delivery
< 2%
Annually
Response to Registrant complaints
related to Product supply and delivery
Within 2 Business
Days
Annually
>98%
4.9
The Parties will review the Key Performance Indicators for Product supply and delivery on
an annual basis to ensure they capture appropriate performance standards and to
identify any performance reporting gaps.
5.
SUPPLY AND DELIVERY ARRANGEMENTS REVIEW
5.1
During 2011-12, Diabetes Australia must ensure an independent review is undertaken
into the Product supply and delivery arrangements for the Scheme with a view to seeking
77
efficiencies in this aspect of the Scheme ('Product Supply and Delivery Arrangements
Review').
5.2
Diabetes Australia must form and chair an NDSS Supply and Delivery Arrangements
Steering Committee ('Steering Committee') which must include Diabetes Australia and
the Commonwealth, and may include:
(a) Registrants;
(b)
Agents;
(c)
Access Points; and
(d)
manufacturers and wholesalers.
5.3
The final Steering Committee will require approval by the Commonwealth.
5.4
Diabetes Australia, in consultation with the Steering Committee, must engage an
independent and suitably qualified person through contestable arrangements to
undertake the Product Supply and Delivery Arrangements Review. The Product Supply
and Delivery Arrangements Review must review the current arrangements for Product
supply and delivery and include at a minimum:
(a) a review of the arrangements in each State and Territory, including the processes
for engaging appropriate logistics providers;
(b)
a review of the costs in each State and Territory with a statement on the
reasonableness of this cost;
(c)
a review of Access Points, including levels of stock and their appropriateness, supply
of Products and their appropriateness and service gaps;
(d)
a review of similar supply arrangements and an analysis of potential efficiencies by
transitioning to a single national supply or logistics model; and
(e)
options for the development of an approach for a national model to the supply and
delivery of Products.
5.5
Diabetes Australia must provide a project plan, including a statement of requirement, for
the Product Supply and Delivery Arrangements Review to the Commonwealth by
30 September 2011.
5.6
Diabetes Australia must provide a final Report on the Product Supply and Delivery
Arrangements Review to the Commonwealth by 30 June 2012.
5.7
Following the Product Supply and Delivery Arrangements Review the Commonwealth and
Diabetes Australia will consider the options identified by the Product Supply and Delivery
Arrangements Review and the Commonwealth may direct Diabetes Australia to
undertake a process to implement a national model for the supply and delivery of
Products throughout Australia where that model recognises cost efficiencies for the
Scheme.
5.8
Diabetes Australia must use its best endeavours to implement a national model as
directed by the Commonwealth for the supply and delivery of Products by 1 July 2013.
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6.
NDSS PRODUCT SCHEDULE REVIEW
6.1
Diabetes Australia and the Commonwealth agree that a review of the Product Schedule
will be undertaken to determine the currency and appropriateness of the Products being
supplied through the Scheme ('NDSS Product Schedule Review').
6.2
Diabetes Australia must engage an independent and suitably qualified person through
contestable arrangements to undertake the NDSS Product Schedule Review. The NDSS
Product Schedule Review must review the Products available on the Product Schedule in
order to ensure appropriateness and currency of Products and best practice stock
management and to reduce wastage and include:
(a) a comprehensive analysis of Product usage by Registrant including:
(i)
Registrant age;
(ii)
diabetes type; and
(iii)
State or Territory.
(b)
industry consultation;
(c)
review by MESAC or equivalent to consider medical, clinical and self management
impact of Product list changes; and
(d)
identification of a communication strategy for Registrants around changes to the
Product Schedule through the NDSS Product Schedule Review.
6.3
Diabetes Australia must provide a project plan, including a statement of requirement, for
the NDSS Product Schedule Review to the Commonwealth by 30 September 2011.
6.4
Diabetes Australia must provide a final Report on the NDSS Product Schedule Review to
the Commonwealth by 30 June 2012.
7.
PRODUCT SUPPLY REPORTS
7.1
Progress Reports and End of Financial Year Reports must include a report on Product
supply which tracks key activities and achievements against expenditure and Key
Performance Indicators ('Product Supply Report').
7.2
The Product Supply Reports must include:
(a) Funds and Registrant Contributions on hand and expended during the reporting
period;
(b)
quantity of Product supplied to Registrants by:
(i)
Unit of Product;
(ii)
the ex-manufacturer cost of those Products;
(iii)
Commonwealth funding received for Product, in advance of supply;
(iv)
the value of Registrant Contributions; and
(v)
cost of Product to the Commonwealth;
(c)
the number of Access Points by State and Territory;
(d)
the proportion of Product at a national and State/Territory level supplied by:
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8.
(i)
Agents by mail, by courier, or over the counter; and
(ii)
Access Points;
(e)
the actual direct cost to Diabetes Australia of the supply of the Products, including
warehousing and delivery;
(f)
the total amount of the Indexed Component and confirmation that it was used as
required by Schedule 3; and
(g)
the number of complaints about Product supply and delivery, action taken to
resolve the complaints and the time to resolve the complaints.
TIMELINES AND DELIVERABLES
Due date*
30 September 2011
30 June 2012
1 July 2013
Deliverable
Provide project plans for the Product Supply and
Delivery Arrangements Review and the NDSS Product
Schedule Review
Provide final Reports for the Product Supply and
Delivery Arrangements Review and the NDSS Product
Schedule Review
Best endeavours for the implementation of a national
model for the supply and delivery of Products as
directed by the Commonwealth
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
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SCHEDULE 7 - REGISTRANT ELIGIBILITY, ACCESS AND
SUPPORT SERVICES
1.
GENERAL
1.1
This Schedule 7 outlines:
(a) Scheme eligibility requirements; and
(b)
information and services to be provided to Registrants on a national basis.
2.
ELIGIBILITY AND ACCESS TO REGISTRANT SUPPORT SERVICES
2.1
To be registered with the Scheme, a person must:
(a) prove that he or she is within the definition of an ‘eligible person’ under the Health
Insurance Act 1973 (Cth) or treated as an eligible person under that Act by having:
(b)
(i)
a valid Medicare card;
(ii)
a passport with a valid visa from a country with a Reciprocal Health Care
Agreement; or
(iii)
a letter from Medicare Australia stating eligibility for NDSS services; and
complete an NDSS registration form and have it signed by:
(i)
a medical practitioner; or
(ii)
a credentialed diabetes educator.
2.2
By signing the form the health professional is attesting to the fact that the person has a
diagnosis of diabetes.
2.3
In the case of Aboriginal or Torres Strait Islander peoples receiving care through
Aboriginal medical services, certification by the Medical Officer of that service will be
deemed sufficient to establish eligibility.
2.4
Norfolk Island is not regarded as part of Australia for Medicare, Pharmaceutical Benefits
Scheme and Scheme purposes. Norfolk Island residents are ineligible for access to the
Scheme except where there are Norfolk Island children studying in Australia who hold a
current Medicare card.
2.5
Cocos (Keeling) Island and Christmas Island are regarded as part of Australia for Medicare
purposes and residents are thus entitled to Medicare, Pharmaceutical Benefits Scheme
and Scheme benefits.
2.6
Lord Howe Island is regarded as part of New South Wales and residents are considered
eligible for the same benefits as an Australian citizen living in New South Wales.
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3.
TEMPORARY REGISTRANT ELIGIBILITY
3.1
Some Registrants will have temporary eligibility arrangements as follows:
(a) those with gestational diabetes are eligible to receive access to Products for 12
months from the date of registration, but continue as Registrants and receive the
Services outlined in Item 4.15 of this Schedule 7; and
(b)
those with diabetes visiting Australia from a country with Reciprocal Health Care
Agreement are eligible to register for the term of the visa or up to the expiry date
stated on a temporary Medicare card.
4.
REGISTRANT SUPPORT SERVICES
4.1
Diabetes Australia must provide nationally consistent services to Registrants to maximise
their capacity to manage their diabetes. The Registrant Support Services include access
to information, advice on and response to requests from Registrants for information on
the appropriate use of Products and general information on the self-management of
diabetes.
4.2
The Registrant Support Services also include starter packs and ongoing self-management
information packs, a helpline, a national website and national information sheets, as
detailed in this Schedule 7.
4.3
Registrant Support Services also include resources and activities developed through the
National Development Programs approved by the Commonwealth to be rolled out
nationally as Registrant Support Services.
4.4
Diabetes Australia must ensure that all Registrant Support Services are accessible and
consistent for all Registrants no matter where they live in Australia.
4.5
Where appropriate, Registrant Support Services should be developed in consultation with
health professionals, such as the MESAC.
Registration card
4.6
Diabetes Australia must issue Registrants with a Scheme registration card which clearly
identifies the expiry of the registration period and the terms under which the registration
is valid.
Key Performance Indicators
Objective
Indicator
Measured
Despatch of card to Registrants by mail
10 Business Days
Quarterly and
>98%
annually
Provision of card by State and Territory
Immediately
Quarterly and
Agents over the counter to Registrants
>98%
annually
Scheme starter pack
4.7
Information in the Scheme starter pack must include details on the effective selfmanagement of diabetes, including:
(a) the appropriate use of Products available under the Scheme;
(b)
general health information as it relates to diabetes management;
(c)
general diet advice as it relates to diabetes management;
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4.8
(d)
specific information by diabetes type;
(e)
information on the Scheme and the location of Scheme services within the relevant
State or Territory; and
(f)
Registrant feedback form that provides Registrants with the opportunity to advise
Diabetes Australia as to whether the Scheme starter pack meets their needs.
Diabetes Australia must:
(a) review all information provided in the starter packs annually;
(b)
ensure all information provided in the starter packs is based on best practice; and
(c)
where appropriate, undertake consultation with health professionals when
amending the packs.
Key Performance Indicators
Objective
Despatch of Scheme starter pack to
Registrants by mail
Provision of Scheme starter pack by State
and Territory Agents to Registrants over
the counter
New Registrant awareness of the Scheme
starter pack
Registrant satisfaction with the Scheme
starter pack (new Registrants)
Indicator
Within 10 Business
Days
> 98%
Immediately
>98%
Measured
Quarterly and
annually
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Quarterly and
annually
Annually in
Annual Survey
Scheme website
4.9
Diabetes Australia must make available and maintain a national Scheme website.
4.10 Diabetes Australia must provide a link to the Scheme website from the Diabetes Australia
and Agent websites.
Key Performance Indicators
Objective
Indicator
Measured
Publication on Scheme website of:
Within 10 Business
Quarterly and
Days
annually
 Scheme fact sheets;
>98%
 information;
 marketing and promotion materials;
83


starter pack information; and
specific Registrant
communication/information
Registrant satisfaction with the Scheme
website
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Helpline
4.11 Diabetes Australia must make available a national 1300 NDSS helpline telephone number
to enable Registrants to order Products, access information about services under the
Scheme and obtain best practice information on issues relating to the self-management
of diabetes.
4.12 Diabetes Australia must have in place an identity check mechanism to identify Registrants
of the Scheme.
Key Performance Indicators
Objective
Indicator
Measured
Publication of Scheme helpline 1300
100%
Quarterly and
number on:
annually
 Scheme fact sheets;
 information materials;
 marketing and promotion
materials; and
 Scheme website
Call centre complaint rate
In accordance with
Quarterly and
industry standards of annually
<1%
Registrant awareness of the Scheme
Benchmark to be
Annually
helpline
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Registrant satisfaction with the Scheme
Benchmark to be
Annually in
helpline
identified in 2011-12 Annual Survey
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
84
Fact sheets
4.13 Diabetes Australia must develop and maintain appropriate information fact sheets to
assist people to better manage their condition and optimise the effectiveness of Product
usage under the Scheme.
Key Performance Indicators
Objective
Indicator
Measured
Provision of hard copy Scheme fact
sheets to Registrant via mail
Provision of hard copy fact sheets to
Registrants over the counter at State and
Territory Agents
Registrant awareness of fact sheets
Registrant satisfaction with availability of
fact sheets
Within 10 Business
Days
> 98%
Immediately
> 98%
Quarterly and
annually
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Quarterly and
annually
Annually in
Annual Survey
Gestational diabetes mellitus follow-up and recall system
4.14 Diabetes Australia must develop and maintain appropriate follow-up and recall of
Registrants who have had gestational diabetes mellitus using the National Gestational
Diabetes Register to assist them better manage life after gestational diabetes mellitus.
4.15 Diabetes Australia must do this by:
(a) providing a gestational diabetes starter pack; and
(b)
contacting Registrants post gestational diabetes diagnosis under a structured plan
with annual letters to Registrants and their primary care practitioner for five years
post diagnosis.
Key Performance Indicators
Objective
Indicator
Measured
Gestational diabetes starter pack
despatched to Registrants with gestational
diabetes
Within 10 Business
Days of registration
Quarterly and
annually
Reminder letter despatched to Registrants
and primary care practitioners annually for
>98%
>98%
Annually
85
five years post diagnosis for those for
whom contact details have been provided
New Registrant awareness of gestational
diabetes starter pack
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Registrant satisfaction with gestational
diabetes starter pack (new Registrants)
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
Registrant satisfaction with follow-up
system
Benchmark to be
identified in 2011-12
through the Annual
Survey and future
years as specified in
the Annual Plan
approved by the
Commonwealth
Annually in
Annual Survey
National follow-up of youth registrants transitioning to adult care
4.16 Diabetes Australia must maintain appropriate follow-up and communication to assist
young Registrants and their parents in planning the transition from paediatric to adult
care. Diabetes Australia must do this by:
(a) maintaining a youth transition pack;
(b)
maintaining and updating the MyD website as appropriate; and
(c)
despatching annual youth transition packs to young Registrants and their parents
and/or authorised contact.
Key Performance Indicators
Objective
Indicator
Measured
Transition pack despatched to young
Registrants and/or parents/authorised
contacts
>98%
Annually
Information on the MyD website updated
100% within 10
Business Days of
approval
Annually
Annual Birthday cards despatched to
young Registrants
>98%
Annually
86
Self management and peer support programs
4.17 Diabetes Australia must provide access to self management education and support
programs for Registrants with particular emphasis on:
(a) the newly diagnosed;
(b)
children and families;
(c)
culturally and linguistically diverse communities;
(d)
Aboriginal and Torres Strait Islander communities; and
(e)
disadvantaged communities.
4.18 Diabetes Australia may provide Scheme education and support to health professionals to
assist Registrants' awareness of the Scheme. This will include education and support for:
(a) general practitioners and practice staff;
(b)
practice nurses;
(c)
community health and primary care nurses; and
(d)
pharmacists and pharmacy assistants.
4.19 In 2011-12 Diabetes Australia may continue to provide a range of services as provided
under the Previous Agreement.
4.20 Diabetes Australia must include proposed Key Performance Indicators for Registrant
Support Services which address the Quality and Performance Framework areas in Item 4
of Schedule 2 in the proposed Annual Plan for 2011-12 provided in accordance with Item
5 of Schedule 4.
4.21 Diabetes Australia must not undertake work on Registrant Support Services other than
those provided under the Previous Agreement until the Annual Plan for 2011-12 has been
approved by the Commonwealth unless otherwise agreed in writing by the
Commonwealth.
4.22 Diabetes Australia must ensure that Registrant Support Services are delivered in a
nationally consistent manner in each State and Territory.
4.23 Diabetes Australia must ensure that Registrant Support Services are identified in
proposed Annual Plans provided in accordance with Item 5 of Schedule 4.
4.24 Diabetes Australia must report on Registrant Support Services as part of the Registrant
Support Services Reports.
5.
EVALUATION AND IMPROVEMENT
5.1
To assist in evaluation of, gathering of Registrant feedback on and ongoing continuous
improvement of Registrant Support Services, Diabetes Australia must undertake an
annual customer satisfaction and awareness survey that encompasses all Registrant
Support Services ('Annual Survey').
87
6.
REGISTRANT SUPPORT SERVICES GUIDELINES
6.1
Diabetes Australia must develop proposed guidelines in relation to Registrant Support
Services, in line with the Quality and Performance Framework, that set out the minimum
level of Services available nationally for Registrants, including application of funding for
Agents administering Registrant Support Services ('Registrant Support Services
Guidelines').
6.2
The proposed Registrant Support Services Guidelines must be provided to the
Commonwealth by 15 December 2011.
6.3
Diabetes Australia must update the Registrant Support Services Guidelines in line with
any changes to the structure and application of Registrant Support Services following the
Registrant Support Services Review.
6.4
The revised Registrant Support Services Guidelines must be provided to the
Commonwealth by 15 December 2012.
7.
REGISTRANT SUPPORT SERVICES REVIEW
7.1
Diabetes Australia must ensure an independent review is undertaken of Registrant
Support Services to ensure ongoing relevance and consistent delivery across Australia,
identify improvement opportunities and advise on the introduction of a new funding
mechanism for all Agents (‘Registrant Support Services Review’).
7.2
Diabetes Australia must engage an independent and suitably qualified person through
contestable arrangements to undertake the Registrant Support Services Review. The
Registrant Support Services Review must review the current Registrant Support Services
provided by Diabetes Australia and its Agents and include:
(a) a comprehensive analysis of Registrant Support Services and their relevance to the
Aim of the Scheme;
(b)
an analysis of the costs of each service broken down by service type, duration and
Registrants;
(c)
options for nationally consistent Registrant Support Services for the future; and
(d)
an evaluation of the starter packs with the view to update the starter packs by
diabetes type to ensure Registrants are being provided with the most relevant and
useful information.
7.3
Diabetes Australia must provide a project plan, including a statement of requirement, for
the Registrant Support Services Review to the Commonwealth by 29 February 2012.
7.4
Diabetes Australia must provide a final Report on the Registrant Support Services Review
to the Commonwealth by 30 September 2012.
7.5
Following receipt by the Commonwealth of the final Report on the Registrant Support
Services Review, the Parties will negotiate in good faith in relation to a variation of the
structure and application of Registrant Support Services in this Schedule 7 to ensure a
nationally consistent approach to the delivery of Registrant Support Services.
88
8.
REGISTRANT SUPPORT SERVICES PLAN AND BUDGET
8.1
Proposed Annual Plans and Budgets in accordance with Item 5 of Schedule 4 must include
a Registrant Support Services plan and budget (‘Registrant Support Services Plan and
Budget’).
8.2
Diabetes Australia must prepare the Registrant Support Services Plan and Budget in
consultation with Agents.
8.3
Each Registrant Support Services Plan and Budget must identify:
(a) Registrant Support Services provided nationally;
(b)
proposed Key Performance Indicators; and
(c)
budgets for each element of the plan.
8.4
The Registrant Support Services Plan and Budget for 2011-12 must be a one year plan.
8.5
The Registrant Support Services Plan and Budget for 2012-13 must be a 4 year plan from
2012-13 to 2015-16 which outlines the Registrant Support Services following the
negotiations referred to in Item 7.5 of this Schedule 7, including any national suite of
Registrant Support Services agreed between the Parties.
8.6
The Registrant Support Services Plan and Budget for each subsequent financial year must
be a plan for the remainder of the Agreement Period.
9.
REGISTRANT SUPPORT SERVICES REPORTS
9.1
Progress Reports and End of Financial Year Reports must include a Report on Registrant
Support Services which tracks key activities and achievements set out in the Annual Plan
and Budget approved by the Commonwealth against expenditure and Key Performance
Indicators (‘Registrant Support Services Report’).
9.2
The Registrant Support Services Report must include:
(a) the number of Registrants by State and Territory;
(b)
9.3
diabetes type by:
(i)
age;
(ii)
transition to insulin dependence;
(iii)
new Registrant trends; and
(iv)
number of Registrants who ordered Product within the reporting period by
diabetes and Product type;
(c)
number of occasions on which information materials were supplied to, or accessed
by Registrants;
(d)
a report against the Key Performance Indicators for Registrant Support Services;
and
(e)
Funds on hand and Funds expended during the reporting period.
In addition to the above, End of Financial Year Reports must include the results of the
Annual Survey.
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10. TIMELINES AND DELIVERABLES
Due date*
15 December 2011
Deliverable
Provide proposed Registrant Support Services
Guidelines
29 February 2012
Provide project plan for the Registrant Support Services
Review
30 September 2012
Provide final Report for Registrant Support Services
Review
15 December 2012
Provide revised Registrant Support Services Guidelines
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
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SCHEDULE 8 - NATIONAL DEVELOPMENT
PROGRAMS
1.
GENERAL
1.1
This Schedule 8 sets out activities to maintain and improve Scheme services to ensure the
needs of Registrants are met.
2.
OBJECTIVE
2.1
Diabetes Australia must undertake projects and activities focussed on supporting the Aim
of the Scheme for all eligible people with diabetes ('National Development Programs').
2.2
Resources and activities developed through the National Development Programs must be
rolled out nationally as Registrant Support Services if approved by the Commonwealth.
2.3
The National Development Programs will:
(a) explore opportunities for the development of information, resources or services to
address areas of need; and
(b)
be nationally applicable.
3.
ADMINISTRATION
3.1
Diabetes Australia must administer the National Development Programs in a way which is
consistent with the principles outlined in Implementing Better Practice Grants
Administration (Australian National Audit Office June 2010) to ensure efficient, effective,
equitable, transparent and ethical administration of Commonwealth funds.
3.2
In consultation with the Commonwealth, Diabetes Australia must develop a manual for
the National Development Programs which sets out the operational requirements for the
National Development Programs ('National Development Programs Manual'). Diabetes
Australia must submit the proposed National Development Programs Manual to the
Commonwealth by 29 February 2012.
3.3
Diabetes Australia must make the National Development Programs Manual approved by
the Commonwealth available on the Scheme website for all interested stakeholders.
4.
PLANNING PROCESS
4.1
In 2011-12, Diabetes Australia in consultation with the Commonwealth must undertake a
planning process to inform the development of the National Development Programs
Strategic Plan ('Planning Process').
4.2
The Planning Process must include:
(a) a review of all projects undertaken under the Strategic Development Grants
Program under the Previous Agreement and the agreement in relation to the
Scheme for 2001 to 2006, including the outcomes of those projects;
91
(b)
the identification of education and service gaps for the Priority Areas;
(c)
consultation with key stakeholders, including:
(d)
(i)
State and Territory Agents and National Health Professional Body Agents;
(ii)
Registrants;
(iii)
the Commonwealth; and
(iv)
other peak bodies in relation to the Scheme, diabetes organisations and
professional groups; and
options for concentration of effort and activity under the National Development
Programs for the period 1 July 2012 to 30 June 2016.
4.3
Diabetes Australia must provide a project plan, including a statement of requirement, for
the Planning Process to the Commonwealth by 15 August 2011.
4.4
Diabetes Australia must provide a final Report on the Planning Process to the
Commonwealth by 15 December 2011.
5.
PRIORITY AREAS
5.1
Diabetes Australia and the Commonwealth have identified priority areas to direct effort
towards to ensure the Scheme remains current and effective in supporting diabetes
management.
5.2
The Priority Areas and their related activities are not exhaustive and the Parties may
refine or amend them following the Planning Process.
5.3
The Priority Areas identified at the commencement of this Agreement are:
(a) Aboriginal and Torres Strait Islander peoples ('Aboriginal and Torres Strait Islander
Peoples Program');
(b)
young people with diabetes ('Youth Program');
(c)
people with diabetes from culturally and linguistically diverse communities ('CALD
Program');
(d)
older people with diabetes with a particular focus on potential for improved access
for aged care facilities ('Older People and Diabetes Program');
(e)
psychosocial and mental health impacts of living with and managing diabetes for all
Registrants ('Mental Health and Diabetes Program');
(f)
diabetes in pregnancy ('Diabetes in Pregnancy Program'); and
(g)
e-health and coordinated care.
6.
NATIONAL DEVELOPMENT PROGRAMS FOR 2011-12
6.1
Diabetes Australia and the Commonwealth recognise that there are a number of projects
funded under the Previous Agreement that need to be completed, implemented and
evaluated in 2011-12.
6.2
In line with the Priority Areas, Diabetes Australia must undertake the National
Development Programs described in this Item 6 in 2011-12.
92
Aboriginal and Torres Strait Islander Program
6.3 To continue to build strong tangible relationships between the Scheme and Aboriginal
Medical Services and Aboriginal Community Controlled Health Organisations, Diabetes
Australia must employ Aboriginal Health Workers or Liaison Officers to continue the
distribution of, and training in, Feltman.
6.4
Diabetes Australia must provide a project plan for the Aboriginal and Torres Strait
Islander Program by 1 July 2011 that sets out:
(a) the activities to be undertaken;
(b)
key milestones;
(c)
an evaluation of the project; and
(d)
proposed budget.
Diabetes in Pregnancy Program
6.5 Diabetes Australia must undertake a variety of projects in order to continue the
implementation of the National Gestational Diabetes Register and the gestational
diabetes mellitus follow-up and recall system referred to in Item 4 of Schedule 7.
6.6
Diabetes Australia must provide a project plan for the Diabetes in Pregnancy Program by
1 July 2011 that sets out:
(a) the activities to be undertaken;
(b)
key milestones;
(c)
an evaluation of the project; and
(d)
proposed budget.
Youth Program
6.7 Diabetes Australia must develop resources for youth and health professionals on How to
Have Difficult Conversations.
6.8
Diabetes Australia must provide a project plan for the Youth Program by 1 July 2011 that
sets out:
(a) the activities to be undertaken;
(b)
key milestones;
(c)
an evaluation of the project; and
(d)
proposed budget.
Mental Health and Diabetes Program
6.9 Diabetes Australia must continue to develop and undertake a variety of projects including
the development of a web-based self-assessment tool for people with diabetes to raise
Registrant awareness of the psychosocial and mental health impacts of managing
diabetes, and a mental health worker training program.
6.10 Diabetes Australia must provide a project plan for the Mental Health and Diabetes
Program by 1 July 2011 that sets out:
(a) the activities to be undertaken;
(b)
key milestones;
93
(c)
an evaluation of the project; and
(d)
proposed budget.
Other projects
6.11 Diabetes Australia must continue to develop and review the Online Self-Education
Management Program from the Previous Agreement.
6.12 Diabetes Australia must provide a project plan for the development and review by 1 July
2011 that sets out:
(a) the activities to be undertaken;
(b)
key milestones;
(c)
an evaluation of the project; and
(d)
proposed budget.
7.
NATIONAL DEVELOPMENT PROGRAMS PLANNING
7.1
Following the Planning Process, Diabetes Australia must develop a 4 year strategic plan
for National Development Programs ('National Development Programs Strategic Plan').
7.2
At a minimum, the proposed National Development Programs Strategic Plan must
include:
(a) identification of projects and activities to be undertaken from 1 July 2012 to 30 June
2016 under each of the identified Priority Areas;
(b)
strategic multi year project plans including indicative timeframes, milestones and
budgets, and appropriate evaluation strategies; and
(c)
intended outcomes of each project or activity, including an indication of its national
applicability for Registrants.
7.3
The proposed National Development Programs Strategic Plan must focus on projects and
activities meeting the Aim of the Scheme, including the Key Performance Indicators, and
which have potential to be rolled out nationally as a Registrant Support Service.
7.4
Diabetes Australia must submit the proposed National Development Programs Strategic
Plan to the Commonwealth by 31 March 2012.
7.5
Diabetes Australia must implement the identified National Development Programs in the
National Development Programs Strategic Plan approved by the Commonwealth from 1
July 2012.
7.6
Before 1 January 2016, the Commonwealth may review the National Development
Programs Strategic Plan to ensure that the identified projects and activities remain
current, viable and appropriate to the Aim of the Scheme. Diabetes Australia must
provide any assistance required by the Commonwealth for the purposes of the review.
7.7
The Commonwealth may at any time direct Diabetes Australia to cease a National
Development Program if the Commonwealth is of the opinion that the National
Development Program will not meet the needs of Registrants, not be finalised in
accordance with the identified timeline or not be completed within the Budget approved
by the Commonwealth.
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7.8
Diabetes Australia must ensure that all National Development Programs are completed,
including any evaluation phase, by 30 June 2016.
7.9
Proposed Annual Plans and Budgets in accordance with Item 5 of Schedule 4 must include
a plan and budget for National Development Programs ('National Development Programs
Plan and Budget').
7.10 Each National Development Programs Plan and Budget must:
(a) support the National Development Programs Strategic Plan approved by the
Commonwealth; and
(b)
identify projects and activities to be undertaken under each of the identified
Priority Areas.
8.
HEALTH PROFESSIONAL REVIEW
8.1
Diabetes Australia must obtain appropriate health professional review and
recommendations, such as by the MESAC or other relevant advisory structure, for any
activity undertaken through the National Development Programs that is related to issues
concerning the development of education resources or services, particularly on diabetes
self management.
8.2
Further, Diabetes Australia must ensure outcomes from such activities are reviewed by
appropriate health professionals, such as the MESAC or other professional organisations
with appropriate expertise.
8.3
From time to time the Commonwealth may direct Diabetes Australia to undertake
particular projects as part of the National Development Programs which may not be
subject to review by health professionals.
9.
NATIONAL DEVELOPMENT PROGRAMS REPORTS
9.1
Progress Reports and End of Financial Year Reports must include a Report on National
Development Programs which tracks key activities and milestones set out in the Annual
Plan and Budget approved by the Commonwealth against expenditure and Key
Performance Indicators ('National Development Programs Report').
9.2
The National Development Programs Report must include:
(a) progress against the National Development Programs Strategic Plan approved by
the Commonwealth;
(b)
Funds and Registrant Contributions on hand and Funds and Registrant Contributions
expended during the reporting period;
(c)
process to select people to undertake projects; and
(d)
reporting against other relevant matters defined in the National Development
Programs Strategic Plan approved by the Commonwealth.
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10. TIMELINES AND DELIVERABLES
Due date*
15 August 2011
15 December 2011
29 February 2012
Deliverable
Provide project plan for the Planning Process
Provide final Report on Planning Process
Provide proposed National Development Programs
Manual
31 March 2012
Provide proposed National Development Programs
Strategic Plan
31 March 2012
National Development Programs Manual approved by
the Commonwealth to be published on the Scheme
website
1 July 2012
Implementation of National Development Programs in
the National Development Programs Strategic Plan
approved by the Commonwealth to commence
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
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SCHEDULE 9 - TRANSITION PLAN
1.
GENERAL
1.1
This Schedule 9 sets out requirements for the Transition Plan.
2.
OBJECTIVE
2.1
Diabetes Australia must prepare and submit to the Commonwealth a proposed transition
plan in accordance with this Schedule 9 ('Transition Plan').
2.2
The purpose of the Transition Plan and this Schedule 9 is to ensure that the obligations of
both Parties upon termination or expiry of this Agreement are acknowledged. The
Transition Plan must also address transfer of the Scheme to a new sole purpose company
as referred to in Item 3.2 of this Schedule 9.
2.3
The Transition Plan and this Schedule 9 are intended to facilitate a smooth transition of
Services and ensure minimal disruption of Services for Registrants.
3.
REQUIREMENTS
3.1
Diabetes Australia must prepare and submit to the Commonwealth a proposed Transition
Plan by the due date set out in Item 4 of this Schedule 9 that considers a variety of
possible transitions including:
(a) Diabetes Australia transitioning between agreements;
(b)
Diabetes Australia transitioning Services to a new provider with no prior
involvement in Scheme delivery; and
(c)
transfer between Diabetes Australia and a new sole purpose company established
by Diabetes Australia and the State and Territory Agents.
3.2
Without binding the Commonwealth, it is the intention of Diabetes Australia to seek the
Commonwealth’s approval to transfer the Scheme to a new sole purpose company to be
established by Diabetes Australia and the State and Territory Agents within 12 months
after commencement of this Agreement. The Commonwealth will consider in good faith
any proposal by Diabetes Australia that the Scheme be transferred to a new sole purpose
company but reserves its absolute discretion as to whether to agree to any transfer and
the terms of any transfer. If the Commonwealth does not agree to the transfer, Diabetes
Australia must continue to deliver the Scheme in accordance with this Agreement.
3.3
The proposed Transition Plan must specify all things necessary to effect a transition as a
result of termination or expiry of this Agreement, or transfer of the Scheme.
3.4
At a minimum, the proposed Transition Plan must include:
(a) a timetable and processes for completing transition within the Transition Period;
(b)
associated costs;
(c)
information/description of Diabetes Australia specific administrative policies;
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(d)
processes and procedures for administering the Scheme;
(e)
operating protocols;
(f)
sub-contracting arrangements and third party agreements;
(g)
identification of new services;
(h)
identification of staffing arrangements;
(i)
information and processes in relation to property, Assets, Products, information,
records and financial records; and
(j)
database arrangements.
3.5
Diabetes Australia must undertake a review of the Transition Plan on an annual basis to
ensure it remains current and appropriate. Diabetes Australia must submit an updated
version of the Transition Plan to the Commonwealth by 30 September each year.
4.
TIMELINES AND DELIVERABLES
Due date*
31 December 2011
30 September 2012
Deliverable
Provide proposed Transition Plan
Provide updated version of the
Transition Plan
30 September 2013
Provide updated version of the
Transition Plan
30 September 2014
Provide updated version of the
Transition Plan
30 September 2015
Provide updated version of the
Transition Plan
*Where a Report or Key Document is due on a non-Business Day, it must be provided on the
next Business Day.
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SCHEDULE 10 - GUIDELINES AND STANDARDS
1.
GUIDELINES
1.1
Diabetes Australia and the Commonwealth acknowledge the various Guidelines that will
be developed, updated or issued through the Agreement Period that govern the
administration of the Scheme. These Guidelines consist of:
2.
(a)
Product Listing and Management Guidelines notified to Diabetes Australia by the
Commonwealth
(b)
Scheme Brand Usage and Style Guidelines (Clause 18)
(c)
Access Point Guidelines (Schedule 5)
(d)
Registrant Support Services Guidelines (Schedule 7)
(e)
National Development Programs Manual (Schedule 8)
STANDARDS
Quality management system
2.1 Diabetes Australia acknowledges the requirement to maintain a quality management
system in accordance with the current certificate of registration, ISO9001:2008.
Written materials
2.2 All written Materials required under this Agreement or otherwise for the delivery of the
Scheme will be prepared to a professional standard.
2.3
Materials must be typed using software which is compatible with the Commonwealth’s
software and information technology systems so that it can be accessed, read and
modified by the Commonwealth.
2.4
All Materials will be prepared, stored and distributed in accordance with relevant
guidelines or legislation, including Commonwealth guidelines and standards 1, the Archives
Act 1983 and the Privacy Act 1988.
Reporting
2.5 Each Report is to be provided in colour hardcopy and electronic copy as specified by the
Commonwealth or in the templates approved by the Commonwealth, and is to be
presented to a professional standard incorporating appropriate charts, analysis and
supporting text.
1
http://www.finance.gov.au/agimo/index.html
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EXECUTED as an agreement.
SIGNED for and on behalf of the COMMONWEALTH OF AUSTRALIA as represented by the
Department of Health and Ageing on:
______________________________
Date
by:
___________________________
Printed name of signatory
_____________________________
Signature
_______________________________
Position of signatory
in the presence of:
____________________________
Printed name of witness
_____________________________
Signature of witness
EXECUTED by DIABETES AUSTRALIA in accordance with section 127 of the Corporations Act
2001 (Cth) on:
__________________________
Date
by:
_____________________________
Printed name of Director
____________________________
Signature of Director
and:
________________________________
Printed name of Director/Company Secretary
delete whichever is not applicable)
__________________________
Signature of Director/Company Secretary
(delete whichever is not applicable)
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