Riverina Traffic Services - Terms and Conditions

The following terms and conditions and pricing notes apply to the Customers transactions with Riverina Traffic Services Pty Ltd ACN 145 617 492 of 40 Bomen Road, Bomen, NSW, 2650.

Unless agreed otherwise in writing and are subject to change at any time.



1. CONFIDENTIALITY

All details of Riverina Traffic Services Pty Ltd and the Applicant and all information provided by both parties is confidential, except to the extent that disclosure of such details or information is required by law (except that any such requirement will not be construed to permit disclosure of any information under s 275(4) of the PPSA unless s 275(7) of the PPSA applies) unless authorized in writing by the party or an approved employee of the Company.

Riverina Traffic Services Pty Ltd and the Applicant agree they must not issue for publication any information concerning the Works in any media without the written consent of a Senior Manager or Approved person/s.

All documents created by Riverina Traffic Services Pty Ltd or its employees inclusive of license applications and license approvals are the property of Riverina Traffic Services Pty Ltd: At no stage is the Applicant to copy, change, reproduce or supply the documents to another party without the written consent of the Companies Senior Management.

2. PERFORMANCE OF THE SERVICES

Riverina Traffic Services Pty Ltd will carry out the services: (a) in a proper and diligent manner; and (b) in the absence of any standards being specified, the services shall comply with the relevant standard of the Standards Association of Australia.

The Customer must make available to Riverina Traffic Services Pty Ltd such access to the work site as reasonably necessary for Riverina Traffic Services Pty Ltd to carry out and provide the services.

3. PRICING

The price for the services provided by Riverina Traffic Services Pty Ltd to the Customer will be as per Riverina Traffic Services Pty Ltd then current Schedule of Rates or as quoted.

Riverina Traffic Services Pty Ltd Schedule of Rates may be amended from time to time by notice in writing to the Customer.

Riverina Traffic Services Pty Ltd will charge the Customer for the goods and services provided together with costs incurred by Riverina Traffic Services Pty Ltd as a result of the following: (a) delays or complications in the delivery of goods and services due to difficult access to the site, misrepresentations made regarding access and description of the services required, or failure to provide particulars regarding access and the nature of services; (b) any changes imposed by a third party in connection with the services; or (c) any increase in existing or imposition of new taxes, customs duties or government levies.

Riverina Traffic Services Pty Ltd shall provide the Customer with an invoice and the Customer shall pay Riverina Traffic Services Pty Ltd thirty days of the end of the month invoices (30) days end of month.

A signed day docket certificate signed by any Riverina Traffic Services Pty Ltd employee as to any sum payable to it shall be conclusive evidence and proof of the indebtedness of the Customer at the date of the certificate.

In the event the Customer fails to pay in accordance with these payment terms: (a) the Customer shall pay interest at the penalty interest rate specified in the Uniform Civil Procedure Act 2005 (NSW) effective from time to time calculated daily from the day after the due date for payment the balance outstanding until the invoice is paid in full; or (b) Riverina Traffic Services Pty Ltd may in its absolute discretion refuse to continue to provide the services ordered by the Customer; and (c) all debt recovery costs including legal costs on an indemnity basis (including in respect of the exercise of any security or the lodging/withdrawal of any caveats) and any mercantile agent costs shall be deemed to form part of the indebtedness of the Customer to Riverina Traffic Services Pty Ltd

The Customer shall not be entitled to set off against any invoice any money, debt or damages alleged to be owing by Riverina Traffic Services Pty Ltd to the Customer.

Where the Customer disputes the invoice or any sum claimed in the invoice, it must:(a) pay the undisputed elements of the invoice; (b) within ten (7) business days notify Riverina Traffic Services Pty Ltd in writing that it disputes all or part of the invoice and provide detailed reasons for the dispute, including providing copies of all supporting documents, and (c) request that the dispute be resolved in accordance with clause 2.9.

If a dispute regarding an invoice arises and the Customer notifies Riverina Traffic Services Pty Ltd of the dispute in compliance with clause 2.8 the parties must, prior to the initiation of any legal action, use reasonable commercial efforts to resolve the dispute within ten (7) days of the date on which the notice was is given to Riverina Traffic Services Pty Ltd

In the event the parties cannot resolve the dispute within this period the parties may take whatever action they see fit in relation to the dispute.

The Customer acknowledges and agrees that if it does not comply with clauses 2.8 or 2.9: (a) the Customer shall be deemed to have accepted the full amount claimed in the invoice issued by Riverina Traffic Services Pty Ltd as being due and payable to Riverina Traffic Services Pty Ltd; and (b) the full amount claimed in the invoices issued by Riverina Traffic Services Pty Ltd shall become due and payable upon the expiry of the 7 days period set out in clause 2.4.

9. TERMINATION

If the Customer fails to perform any of its obligations under these Terms and Conditions, Riverina Traffic Services Pty Ltd may immediately terminate the provision of services by written notice of termination to the Customer.

Riverina Traffic Services Pty Ltd may terminate its agreement with the Customer by written notice: (a) if the Customer becomes insolvent or unable to pay its debts as they become due; (b) if the Customer discontinues its business or ceases to trade or is otherwise in breach of these terms and conditions; (c) if the Customer enters into any type of insolvency administration or makes an assignment of its creditors; (d) if a receiver, manager, liquidator or administrator has been appointed to Customer; (e) if there is a change of control of the Customer; (f) if the Customer dies or becomes incapacitated; or (g) for convenience.

In the event that the agreement with the Customer is terminated pursuant to this clause, any money owing by the Customer to Riverina Traffic Services Pty Ltd becomes immediately due and payable and any asset of the Customer shall be automatically and immediately charged in favour of Riverina Traffic Services Pty Ltd with the payment of all monies owed by the Customer to Riverina Traffic Services Pty Ltd

If Riverina Traffic Services Pty Ltd is in possession of any asset owned by the Customer at the time the agreement with the Customer is terminated under clause 8.1 or any event in clause 8.2 occurs, the beneficial interest of the Customer in that asset shall be deemed to be assigned to Riverina Traffic Services Pty Ltd absolutely and Riverina Traffic Services Pty Ltd may dispose of that asset in whatever way it sees fit, including selling the asset, and apply the proceeds of sale of that asset against any debt owed to, or claim made by Riverina Traffic Services Pty Ltd

10. NON-SOLICITATION OF EMPLOYEES

An administration fee equivalent to 15% of an employee’s annual salary or equivalent earning may, at Riverina Traffic Services Pty Ltd sole discretion, be charged to the Customer if: (a) the Customer, its employee, agent or introduced third party, make, or offer employment to an employee of Riverina Traffic Services Pty Ltd and that employee accepts such employment; or (b) as a result of an introduction to a third party or another traffic control service provider, the employee is enticed to terminate their employment with Riverina Traffic Services Pty Ltd; or (c) the employee is currently engaged by Riverina Traffic Services Pty Ltd or had been engaged by Riverina Traffic Services Pty Ltd within the preceding three (3) months.

11. FORCE MAJEURE

Riverina Traffic Services Pty Ltd shall not be liable to the Customer for any delay or failure to perform its obligations resulting from circumstances beyond its reasonable control, including but not limited to, war, act of terrorism, riot, insurrection, strike, trade dispute, fire, earthquake, flood, storm, pandemic, government ordered shutdown, economic crisis or other disaster, damage to personnel, material, equipment or other property, or shortage of any materials or labour (each an example of “force majeure”).

Where Riverina Traffic Services Pty Ltd has incurred costs in the preparation for delivery of its obligations, including time, materials, and other services, and where these costs cannot be mitigated upon notification of a cancellation of work or an event, irrespective of the source of this notification, these costs will be paid by the Customer.

12. INTELLECTUAL PROPERTY IN ITS METHODOLOGIES AND PROCESSES

The IT applications, methodologies and processes used by Riverina Traffic Services Pty Ltd in providing the services to the Customer under these terms and conditions, which includes but is not limited to the Traffic Software, are and will at all times remain the property of Riverina Traffic Services Pty Ltd the Customer has no legal ownership rights to such IT applications, methodologies or processes.

13. PRICING

Riverina Traffic Services Pty Ltd may collect certain data and information from the Customer in the provision of the services to the Customer. The use and collection of such data and information will be pursuant to Riverina Traffic Services Pty Ltd Privacy Policy.

14. MISCELLANEOUS

The Customer shall not transfer, assign, or otherwise grant the goods or services provided by Riverina Traffic Services Pty Ltd to any third party without Riverina Traffic Services Pty Ltd prior written consent.

Any notice required to be given under these Terms and Conditions shall be in writing and delivered by post, email or personal delivery and shall be deemed to have been received: (a) on the date that it was sent if delivered personally or by email; or (b) two (2) business days after posting if sent by mail.

If any part of these Terms and Conditions are found void and unenforceable, it will not affect the validity of the balance of these Terms and Conditions, which shall remain valid and enforceable according to its terms.

The failure of a party to insist on the performance of an obligation hereunder shall not be deemed to be a waiver of such obligation or of any other obligation.

The laws of New South Wales govern these Terms and Conditions.

These Terms and Conditions cannot be varied or amended without the prior written consent of Riverina Traffic Services Pty Ltd



Amendments made by hand by the Customer to these Terms and Conditions are not binding and will have no force or effect.

PRICING NOTES

15. GENERAL

All prices exclude GST.

Subject to longer minimum charge intervals or sums specified by Riverina Traffic Services Pty Ltd, a minimum of four (4) hours charge applies to all requested shift resources unless a cancellation notice is received a minimum of two (24) hours prior to commencement of the arranged shift. All Living Away from Home works a minimum of (8) hours charge applies.

Time incurred by a traffic controller at site inductions will be charged at the relevant hourly rates and are subject to the four (4) hours minimum.

All daily charges apply irrespective of the length of shift.

16. MANDATED BREAKS & ALLOWANCES

All Traffic Controllers are entitled to a paid break of fifteen (15) minutes every two (2) hours as per the relevant Australian Standard and State Codes.

A thirty (30) minutes paid meal break is required after five (5) hours during normal, weeknight, weekend, or public holiday hours.

An overtime meal allowance must be paid to all Traffic Controllers on or after 9.5 hours on shift and on or after 12 hours on shift.

No breaks apply to vehicles or other equipment.

17. TRAVEL

Where the Schedule of Rates denotes ‘straight to site’, hourly charges for the Traffic Controller, vehicle and other equipment commence from the time the shift commences on site.

Where the Schedule of Rates denotes ‘depot to depot’, hourly charges for the Traffic Controller, vehicle and other equipment commence from the time these leave the depot, or Traffic Controller residence, and cease when they return.

18. OVERTIME

Overtime T1.5 rates apply after eight (8) hours of a continuous shift (inclusive of any mandated breaks).

Overtime T2.0 rates apply after ten (10) hours of a continuous shift (inclusive of any mandated breaks) and all Weekends.

If the Traffic Controller is required to stay away from their normal residence overnight, then a living away from home allowance will be charged.

All emergency bookings will be charged at T2.0 rates.

Afternoon and Nightshift bookings after 10:00am Monday-Friday will be charged at T1.5 rates for the first eight (8hrs) and T2.0 rates thereafter. Unless otherwise quoted.

Public Holiday rates applicable to any public holiday stated as per the registered Public Holidays in the State of work.

If accommodation is not provided by the Customer Riverina Traffic Services Pty Ltd will charge this at the agreed rate dependent on available accommodation.

Mobilisation travel to and from away works will be charged at the applicable hourly rate.

19. LOST, STOLEN, DAMAGED OR BROKEN-DOWN HIRE EQUIPMENT

The Applicant is responsible for any loss, theft, or damage to Dry Hired Goods during the hire period for any cause whatsoever, except where that loss, theft or damage has been directly caused by Us.

If the Dry Hired Goods are lost, stolen or damaged, The Applicant is responsible for: - The cost of repairs; or - Replacement (if the Dry Hired Goods cannot be repaired, which will be determined at Our reasonable discretion); and - Continuing hire charges until the hired Goods are repaired or replaced, unless otherwise determined by Us; and - Other Additional Expenses associated with the repair and/or replacement of the hired Goods.

If the Dry Hired Goods break down or become unsafe to use during the hire period then: You must: - Immediately stop using the Dry Hired Goods and notify Us; - Take all steps necessary to prevent injury occurring to persons or property as a result of the condition of the Dry Hired Goods; - Take all steps necessary to prevent further damage to the Dry Hired Goods; and - Not repair or attempt to repair the Dry Hired Goods without Our prior written consent. We must: - Repair the Dry Hired Goods or provide suitable substitute Dry Hire Goods as soon as practicable after, but only where the Dry Hired Goods have broken down or become unsafe to use through no act or omission by You; and - Not impose hire charges for that portion of the hire period the Goods could not be used for, nor any costs associated with any repair or replacement of the Dry Hired Goods.



If the Dry Hired Goods break down or become unsafe to use due to an act or omission by You, including Your misuse, recklessness, or negligence of the Dry Hired Goods, then you’re liable for all costs for the repair or replacement and continuing hire charges while the Goods are being repaired and/or replaced.

In the event an invoice is issued by Riverina Traffic Services Pty Ltd which constitutes a ‘payment claim’ for the purposes of the applicable security of payments legislation of the relevant State or Territory: (a) clauses 2.8, 2.9 and 2.11 shall not apply to the invoice; (b) the applicable reference date that applies to the invoice shall be the business day immediately after the day by which the services or goods the subject of the payment claim were performed or supplied (as the case may be) by Riverina Traffic Services Pty Ltd; and (c) the payment claim shall be due and payable by the Customer within fourteen (14) days of the date of the payment claim.

4. PAYMENT TERMS

Payment terms are strictly thirty days of the end of the month invoices (30) days end of month. Unless specifically agreed in writing by Riverina Traffic Services Pty Ltd Senior Management Team only.

5. CREDIT TERMS

The Customer consents to Riverina Traffic Services Pty Ltd seeking, obtaining, and retaining consumer credit information and trade references concerning the Customer’s credit worthiness from any business and credit reporting agencies.

Any credit terms given by Riverina Traffic Services Pty Ltd are those terms and conditions set out in this document.

Credit facilities may be withdrawn without notice at Riverina Traffic Services Pty Ltd absolute discretion.

The Customer agrees to the terms and conditions set out in this document and acknowledges having understood the nature and effect of these terms and conditions.

6. SECURITY

Riverina Traffic Services Pty Ltd may at its absolute discretion request security from the Customer in respect of amounts outstanding or for services to be provided in the future, and the Customer agrees to provide such security to Riverina Traffic Services Pty Ltd upon such request.

Despite any other clause of these terms and conditions, Riverina Traffic Services Pty Ltd will not be obliged to provide any goods or services to the Customer should the requested security not be provided to Riverina Traffic Services Pty Ltd satisfaction.

So as to better secure the payment of any monies, or performance of any obligation, under these terms and conditions, the Customer hereby charges in favour of Riverina Traffic Services Pty Ltd all of the Customer’s estate, right, title and interest in real estate (wherever situated in Australia) which the Customer now has, or may acquire in the future, and hereby consents to Riverina Traffic Services Pty Ltd lodging a caveat on the certificate of title to any.

The Customer further covenants that they charge any personal property they own or have an interest in, now or in the future, including any business equipment and property used by the Customer in their business, as security for the repayment of any money or the performance of any obligation owed to Riverina Traffic Services Pty Ltd and consents to Riverina Traffic Services Pty Ltd registering a Personal Property Security interest in respect of any such personal property

7. LIABILITY & WARRANTY

Riverina Traffic Services Pty Ltd shall not be liable for any loss, damage (including incidental, consequential, or special damages), costs or expenses suffered by the Customer (or its employees agent, officers, or staff) to person or property, arising from the services.

Not withstanding the foregoing, Riverina Traffic Services Pty Ltd liability in the aggregate shall be limited to an amount not exceeding the price for the services in question which has been paid for by the Customer.

Where legislation implies into these Terms and Conditions any warranty which cannot be excluded, the liability of Riverina Traffic Services Pty Ltd for any breach of such condition or warranty shall be limited, at Riverina Traffic Services Pty Ltd option, to one or more of the following: (a) the supply of equivalent services; or (b) the payment of the cost of replacement of the services or of acquiring the equivalent services.

The Customer releases Riverina Traffic Services Pty Ltd from and indemnifies and must continue to indemnify Riverina Traffic Services Pty Ltd against any liability to the Customer or any third party for any incidental, indirect, consequential, special, punitive, or exemplary damages whatsoever and for any loss of profit suffered by any person.

Riverina Traffic Services Pty Ltd does not accept liability for damage whilst moving Customer equipment.

Any signage and/or equipment that is stolen or damaged by a third party at a customer site is to be replaced by the Customer at our replacement cost.

8. INSURANCE

The Customer must have in place a public liability insurance policy in the amount of $20 million or at the applicable required amount for the Company and or a Soul Traders to align with requirements of the Civil Liability Act 2002 with a reputable insurer and must provide Riverina Traffic Services Pty Ltd with a copy of such policy on request.

20. List of governing Standards Association of Australia followed

• ISO 45001: 2018 Occupational Health and Safety Management Systems – Requirements
• ISO 9001: 2015 Quality Management Systems
• Legislative References New South Wales
• Legislative References Victoria
• Occupational Health and Safety Act 2011
• Occupational Health and Safety Regulations 2011
• Road Management Act 2004
• Road Management (General) Regulations 2005
• Road Management (Works and Infrastructure) Regulations 2005
• Road Management Act 2004 Worksite Safety – Traffic Management Code of Practice
• Road Management Act 2004 Code of Practice Management of Road and Utility
• Infrastructure in Road Reserves