Terms & Conditions

Welcome to our website. The use of our website is governed by the terms and conditions of use outlined below (Terms and Conditions), together with our Privacy Policy

The expressions “we”, “us” and “our” are a reference to Pro AV Solutions Australia Pty Ltd ACN 158 642 650 (Pro AV Solutions) trading as Pro AV Express except where otherwise indicated. The term ‘you’ refers to the user or viewer of our website.

 

Please read our Terms and Conditions, together with our privacy policy carefully.
If you continue to browse and use this website, you are agreeing to comply with and be bound by the Terms and Conditions, which together with our privacy policy govern Pro AV Solutions’ relationship with you in relation to this website. Your placement of an order via this website with Pro AV Solutions indicates your acceptance of the Terms and Conditions.

The Terms and Conditions outlined below must be read together with any purchase order and in the event of inconsistency, the provisions of any purchase order will prevail.  The Terms and Conditions (together with the privacy policy) constitute the entire agreement between you and Pro AV Solutions in relation to the goods supplied.

If you disagree with any part of the Terms and Conditions, please do not use our website.
Pro AV Solutions may exchange your details with third party service providers, who may assist us with marketing, IT, accounting, payment, data processing or other services. Some of these third parties may be located in Australia.

The use of this website is subject to the following Terms and Conditions:

 

1. The Terms and Conditions of use are in reference to online purchases and orders only.
2. The content of the pages of this website are for your general information and use only. The pages are subject to change with notice to you. Amendments will be effective immediately upon notification on this website. It is your responsibility to check these Terms and Conditions periodically for any changes. Your continued use of the website following such notification will represent an agreement by you to be bound by the Terms and Conditions as amended.
3. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
4. Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
5. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these Terms.
6. All trademarks reproduced in this website, which are not the property of, or licensed to Pro AV Solutions, are acknowledged on the website.
7. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
8. From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
9. You must not assign any rights and obligations under these Terms and Conditions whether in whole or in part without our prior written consent.
10. Please refer to our privacy policy to see how we collect, use and protect your personal information www.proavexpress.com.au/privacy-policy
11. Any failure by a party to insist upon strict performance by the other of any provision in these Terms and Conditions will not be taken to be a waiver of any existing or future rights in relation to the provision.
12. If any provision of these Terms and Conditions is invalid, illegal or unenforceable, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
13. Your use of this website and any dispute arising out of such use of the website is subject to the laws of Australia.

Orders

You may offer to purchase goods described on this website for the price specified on this website. Your order must contain your name, email address, credit card details and any other ordering information specified on this website. You are personally responsible for all contracts for purchase entered with us. It is your responsibility to check your order before you complete the online checkout process, and you warrant that you are able to make a legally binding contract with us.

Within seven (7) days of receipt of your order, we will at our discretion accept or reject your offer to purchase. You may not cancel an order once it has been submitted, even if our acceptance or rejection of your offer is still pending. If you receive an order confirmation this does not signify Pro AV Solutions’ acceptance of the order, nor does it constitute confirmation of our offer to sell. We reserve the right to refuse supply of the goods ordered by you, or terminate your account with us. If we have not responded to you within seven (7) days, your offer will be deemed to be rejected. We are not required to give reasons for rejecting your offer to purchase. If we reject your offer to purchase the goods for any reason, neither of us will be under any further liability to the other arising out of your original offer or our non-acceptance of that offer.

 

Pricing

The prices listed on Pro AV Solutions’ website are subject to change without notice. All prices are inclusive of goods and services tax (GST). In all other respects, the price is exclusive of taxes, duties and charges imposed or levied in Australia or overseas in connection with the supply of goods.
We make every effort to ensure that the prices listed on the website are true and correct but otherwise reply upon the “incorrect price and incorrect information” clause below.

 

Payment

We accept payment by VISA and MasterCard credit cards and do not apply a surcharge for using your credit card. Your credit card will be billed as soon as you click the ‘purchase’ button at the checkout process.

All payments will be processed securely, and all credit card details and personal information are encrypted using 128 Bit Secure Sockets Layers (SSL). We do not store your credit card details at any point, however other payment information may be stored as per Pro AV Solutions’ privacy policy.

Your tax invoice will be sent to you when the items you have ordered are delivered. Your tax invoice is your proof of purchase and may be required for any warranty claims, returns or exchanges.

We will charge interest on the daily outstanding balance of all amounts due and payable at the rate 12 percent per annum from the due date until payment is received by us.

 

Shipping and Delivery

We will make every effort to ensure goods purchased from us will be delivered to customers promptly. Our aim is to provide our customers with a fast and efficient service, at a reasonable price.

Goods purchased from our website will be shipped to the address nominated by customers at the time of ordering. Please ensure this address is correct. There may be instances where an item is out of stock and we are unable to supply immediately. In this instance, you will be notified that the item is out of stock and provided with an estimated delivery time. Any delivery times provided by us are estimates only. We will not be held liable for late deliveries, non-delivery or damage relating to late delivery or non-delivery.

Free shipping is available on selected products only. It excludes any sale items. Delivery charges may vary depending on the size and weight of an item. We will contact you to disclose any freight charges prior to dispatch.

Pro AV Solutions will only ship goods to Australian addresses or post office boxes. International shipping is not available.

We reserve the right to change your shipping method for certain factors  beyond the control of Pro AV Solutions including order weight, size or the delivery address nominated by you. We also reserve the right to deliver by portion and delivery by portion shall not entitle you to terminate or repudiate the order.

 

Risk

Risk of loss or damage to the goods passes to you upon dispatch.

 

Retention of Title

Title in the goods does not pass to you until you have made payment in full for the goods and, further, until you have made payment in full of all the other money owing by you to us (whether in respect of money payable under a specific contract or on any other account whatsoever).

During the time the goods supplied have not been paid in full at any time, you agree that property and title in the goods will not pass you and Pro AV Solutions retains the legal and equitable title in those goods supplied and not yet sold.

Until payment has been made in full, you agree to hold the goods in a fiduciary capacity for Pro AV Solutions and agree to store the goods in such a manner that they can be identified as the property of Pro AV Solutions, and will not mix the goods with other similar goods.

You will be entitled to sell the goods in the ordinary course of your business, but until full payment for the goods has been made to us, you will sell as agent and bailee for Pro AV Solutions and the proceeds of sale of the goods will be held by you on trust for us absolutely.

You agree that whilst property and title in the goods remains with Pro AV Solutions, we have the right, with prior notice to you, to enter upon any premises occupied by you (or any receiver, receiver and manager, administrator, liquidator or trustee in bankruptcy of yours) to inspect the goods of Pro AV Solutions and to repossess the goods which may be in your possession, custody or control when payment is overdue.

You will be responsible for our reasonable costs and expenses in exercising our rights under the above paragraph. Where we exercise any power to enter the premises, that entry will not give rise to any action of trespass or similar action on the part of the you against us, our employees, servants or agents.

You agree that where the goods have been retaken into the possession of Pro AV Solutions, we have the absolute right to sell or deal with the goods, and if necessary, sell the goods with your trademark or name on those goods, and you hereby grants an irrevocable licence to us to do all things necessary to sell the goods bearing your name or trademark.

For the avoidance of doubt, Pro AV Solutions’ interest constitutes a ‘purchase money security interest’ pursuant to the PPSA.

 

Availability

We will endeavour to keep the goods on our website updated to the best of our ability. Our stock levels may be subject to change without notice.  The supply chain is experiencing global delays and these circumstances beyond our control may impact availability of goods.  Any delivery provided by the Supplier is an estimate only, we will endeavour to provide reasonable notice.

If we are unable to deliver a product which has been ordered by you, we will endeavour to notify you via telephone or email as soon as reasonably practicable.

You will then be able to amend, cancel or put your order on backorder.

 

Incorrect Price or Incorrect Information

If an incorrect price or incorrect information is listed in respect of goods due to a typographical error, we may refuse or cancel any orders that are placed for goods listed at an incorrect price, and we reserve this right up until the time of delivery of good to you. If a cancellation of this nature occurs after your credit has been charged for the purchase, we will issue a full refund as soon as practicable.

Pro AV Solutions is not bound by the prices listed on the website and will not be liable for any loss or otherwise as a result of the incorrect price or incorrect information.

 

Order Cancellations

If we are notified before the goods are dispatched for delivery and we have not incurred any costs in processing your order, we will accept the order cancellation. Otherwise, if the goods have already been shipped or we have incurred costs in processing your order, we reserve the right to refuse to cancel the order.

Upon cancellation of an order we will make all reasonable attempts to contact you using the details provided. All monies will be refunded using the method of payment for approved cancellations.

Unless otherwise agreed, order cancellations may be subject to a restocking charge.

 

Manufacturer’s Warranty

If we are not the actual or the deemed manufacturer of the goods under the Australian Consumer Law, then the warranty of the actual manufacturer of the goods is the only warranty given to you in respect of the goods sold.

 

Supplier Warranty

We offer a ‘Supplier Warranty’. Nothing in this clause affects your rights under the Australian Consumer Law. The benefits to you under the Supplier Warranty are in addition to the rights and remedies of yours under any Consumer Guarantees under the Australian Consumer Law.
Pro AV Solutions warrants that:

(a) the goods supplied will be free of manufacturing defects;

(b) the goods will perform to our specifications; and

(c) the services will be supplied with due care and skill and will comply with our specifications or service standards for the services.
subject to the above paragraph under the heading ‘Manufacturer’s warranty’ and the following clauses.

The benefit of the Supplier Warranty extends only to you and not to any subsequent owner or user of the goods or other party benefiting from the services.

The Supplier Warranty in respect of goods, commences on the date of delivery of the goods and continues for a period of one year from that date (“Goods Warranty Period”).

If within the Goods Warranty Period a manufacturing defect is discovered in the goods or the goods fail to perform to our specifications as a result of some defect in materials or workmanship in the goods, then we will, at our option, repair the goods or supply replacement goods at no cost to you or refund the purchase price paid by you.
The Supplier Warranty will not apply to goods:
(a) used otherwise than in accordance with normal and intended use;
(b) subjected to misuse, neglect, negligence or accidental damage; or
(c) operated or maintained in any way contrary to any operating or maintenance instructions; or
(d) installed, repaired or maintained by any person other than a qualified tradesperson; or
(e) improperly handled, installed, repaired or maintained; or
(f) altered or modified after delivery; or
(g) used after any defect becomes reasonably apparent; or
(h) in respect of which any serial number of the Supplier or the manufacturer is altered or removed.

The Australian Consumer Law requires the inclusion of the following statement with the Supplier Warranty in any Consumer Contract:
(a) Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

 

Claiming under the Supplier Warranty

In order to make a claim under the Supplier Warranty, you must:
(a) return the goods to us; or
(b) contact us by calling 1 300 287 253, writing to U8/25 Frenchs Forest Rd East, Frenchs Forest  NSW  2086 or emailing info@proav.com.au;
(c) provide all information requested by us in respect of the claim including:
(i) a detailed description of the defect or fault in the goods or services;
(ii) your contact details (including postal address, email address and telephone numbers at which you can be contacted during usual business hours);
(iii) return to the place of purchase of the goods and/or services or send to the address for service of the claim specified by us:
(A) a copy of the invoice or other proof of purchase of the goods or services; and
(B) where relevant, the defective or faulty goods together with all accessories, instructions, specifications or other material supplied with the goods.
We will consider your claim under the Supplier Warranty and where relevant, examine any returned goods and determine whether we accept your claim under the Supplier Warranty.
We will notify you of the outcome of your claim under the Supplier Warranty within a reasonable time.
You acknowledge and agrees that we will not be required to accept any claim under the Supplier Warranty unless the claim is made strictly in accordance with these terms.
Where a claim is approved by Pro AV Solutions, we will, in accordance with the Supplier Warranty:
(a) repair or replace the goods; or
(b) resupply the services.
You are responsible for the costs of returning the goods to us and for redelivery of the goods (whether original or repaired and/or replacement goods) by us and any other expenses of yours in claiming under the Supplier Warranty.
You acknowledge and agree that:
(a) you are responsible for carrying out appropriate backups of all relevant data and systems of any goods subject to a Supplier Warranty prior to returning the goods to us; and

(b) whilst we will take all reasonable steps prevent any loss of data, corruption or system failure in respect of goods returned to us, you will not hold us liable for any loss or damage arising during the repair process.
You acknowledge and agree that Pro AV Solutions is not responsible for:
(a) any loss or damage caused to the goods during transit (either on return to us or upon redelivery to you of the original or repaired and/or replacement goods);

(b) any delay in determining your claim under the Supplier Warranty or providing you with any remedy under such claim; or

(c) any loss of data, corruption or system failure in respect of data or systems installed on the goods.

 

Second-Hand Goods

In certain circumstances we will sell second-hand goods which have been traded in from another customer of ours. These goods will be described on the website as second-hand goods and will be sold in “as is” condition. The Supplier Warranty and/or Manufacturer’s Warranty (where applicable) that apply to new goods supplied under these Terms and Conditions does not apply to second-hand goods. The only warranty we will supply in relation to second-hand goods sold by us is the warranty to repair said goods, which exists for a period of ninety (90) from the date of purchase. To the fullest extent possible we make no warranties as to the fitness or purpose and condition of second-hand goods sold on this website.

 

Miscellaneous

We are not liable for any loss caused to you by reason of strikes, lockouts, fires, riots, war, embargoes, civil commotions, acts of God or any other activity beyond the Supplier’s control.
In relation to the supply of goods, Pro AV Solutions’ liability is limited to:
(a) replacing the goods or supplying similar goods;
(b) repairing the goods;

(c) providing the cost for replacing the goods or for acquiring equivalent goods;
(d) providing the cost of having the goods repaired.

Pro AV Solutions shall not be liable for any guarantee, warranty or representation as to the quality, performance, and fitness for purpose or otherwise of any goods and/or services unless expressed in writing and signed on behalf of Pro AV Solutions and any such warranty or representation shall be limited to its express terms.

Pro AV Solutions is not liable, for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by you as a result of the goods supplied.

You agree to indemnify Pro AV Solutions and keep Pro AV Solutions indemnified against any claim that arises out of the goods and services supplied under this agreement. This indemnity includes any legal fees and expenses Pro AV Solutions incurs in order to enforce its rights, on an indemnity basis.

In no circumstance whatsoever shall Pro AV Solutions be liable to you or to any third party for any loss of data or profits, loss of anticipated savings, economic loss or interruption of business or for any indirect or consequential loss (“Consequential Loss”) arising out of your failure to comply with its responsibilities or out of the late delivery of goods and/or services or any failure to perform or observe our obligations under any contract or implied terms and you agree to keep Pro AV Solutions fully indemnified against any claim made against us by a third party for any Consequential Loss.

Nothing in these terms and conditions of use shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods pursuant to these terms and conditions of use all or any of the provisions the Competition and Consumer Act 2010 (Cth) or any relevant State or Federal Legislation which by law cannot be excluded, restricted or modified.

Copyright Notice

All texts, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively “content”) including but not limited to the design, structure, selection, co-ordination, expression, ”look and feel” and arrangement of such content contained on the website is owned, controlled or licensed by or to us and is protected by copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws. As set out we are either the owner, controller, or licensor of the content. In certain circumstances we will provide to customers the interface but not the computer code to enable to the customer to better deal with the system/products supplied by us. In those circumstances the customer will be asked to execute with us a Software License Agreement that can be provided upon request. Other than for the purposes of, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) and similar legislation which applies in your location, and except as expressly authorised by these terms and conditions, you may not in any form or by any means:

In relation to the website or the content:

copy, reproduce, re-publish, upload, post, publicly display, encode, translate, transmit or distribute in any way (including “mirroring”) to any other computer, server, website or other medium or publication or distribution or for any commercial enterprise, or commercialise any information, products or services obtained from any part of this website; without our express prior written consent.

 

Trade Marks

Except where otherwise specified, any word or device to which is attached the TM or ® symbol is a registered trade mark.
If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks:

• in or as the whole or part or your own trade marks;
  (b) in connection with activities, products or services which are not ours;
  (c) in a manner which may be confusing, misleading or deceptive;
  (d) in a manner that disparages us or our information, products or services (including this website).

Restricted Use

Unless we agree otherwise in writing, you are provided with access to this website only for your personal use. You are authorised to print a copy of any information contained on this website for your personal use, unless such printing is expressly prohibited. Without limiting the foregoing, you may not without our written permission on-sell information obtained from this website.

 

Specific Warnings – Website

You must ensure that your access to this website is not illegal or prohibited by laws which apply to you. You warrant to us that you are of sufficient legal age to use or participate in all services and features available on the website.

You must take your own precautions to ensure that the process which you employ for accessing this website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of this website or any linked website. Whilst we have no reason to believe that any information contained on this website is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep this website updated. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information contained on this website. Responsibility for the content of advertisements appearing on this website (including hyperlinks to advertisers’ own websites) rests solely with the advertisers. The placement of such advertisements does not constitute a recommendation or endorsement by us of the advertisers’ products and each advertiser is solely responsible for any representations made in connection with its advertisement.

We make no warranty that goods acquired from us over this website will meet your requirements. Details contained on this website relating to goods or services have been prepared in accordance with Australian law and may not satisfy the laws of any other country. We do not warrant that the details on this website concerning those goods or services will satisfy the laws of any other country. It is your responsibility to determine whether these details satisfy the laws of the jurisdiction where you reside (if that jurisdiction is outside Australia) and if the details do not satisfy the laws of your jurisdiction, you may not order any goods or services from this website.

You acknowledge that despite all reasonable precautions on our part, there is a risk of unauthorised access to or alteration of your transmissions or data or of information contained on your computer system or on this website. We do not accept responsibility or liability of any nature for any such losses which you may sustain as a result of such activity.

 

Linked Web Sites

This website may contain links to other websites (“linked websites”). Those links are provided for convenience and may not remain current or be maintained. Such linked websites are not under our control and accordingly we are not responsible for and we do not endorse the content of such linked websites, including any information or materials contained on such linked websites. You will need to make your own independent judgement regarding your interaction with these linked websites. We are not responsible for the content or privacy practices associated with linked websites. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

 

Disclaimer                     

We do not accept responsibility for any loss or damage, however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website.

 

Security Policy

We take all reasonable steps to keep secure any information which we hold about you. Personal information may be stored both electronically on our computer system, and in hard-copy form. Firewalls, 128 SSL encryption, passwords, anti-virus software and email filters act to protect all our electronic information.

We do not store credit card information, we securely submit credit card information to our bank for processing.

 

Termination of Access

Access to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

 

WHISTLEBLOWER POLICY

1. INTRODUCTION & PURPOSE

Pro AV Solutions Holdings (Pro AV Solutions) (“the Company”) which includes the Group of Companies trading as Pro AV Solutions NSW, Pro AV Solutions, ACT, Pro AV Solutions SA & Pro AV Solutions VIC strives to operate with a culture of ethical and appropriate corporate behaviour in all our business activities. This includes ensuring that the Company acts with integrity, honestly and in accordance with good governance principles.

This purpose is supported by:

• ensuring that the Company has sound procedures to allow all team members and their families to identify and report genuine concerns about illegal conduct or any improper state of affairs pertaining to the Company, without fear of reprisals; and

• ensuring all team members and officers of the Company are aware of the protections available under this policy and Whistleblower Laws.

• encouraging all Company team members (and non-team members) to have the confidence to speak up if they become aware of illegal conduct or any improper state of affairs pertaining to the Company.

This Whistleblowing Policy is extremely important as it helps to identify wrongdoing that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing.

In this policy:

Discloser(s) refers to the persons eligible to make a disclosure protected by Whistleblower Laws. These persons are identified in section 5 below.

Protected Matters refers to the types of matters outlined at section 4 below, which are protected by Whistleblower Laws and the terms of this policy.

Whistleblower Laws refers to the protections contained in Part 9.4AAA of the Corporations Act 2001 as well as the accompanying Corporations Regulations 2001.

Whistleblowing Officer is Kylee Naglost, Joint CEO

2. COMMENCEMENT AND SCOPE

This policy will commence on 1ST July 2022. It replaces all other policies dealing with whistleblowers and whistleblower Laws.

This policy applies to all Disclosers, as defined in section 5 below.

The policy is not intended to create any contractually binding obligation on the Company and does not form part of any contract of employment or other contract for engagements with the Company.

3. TYPES OF DISCLOSURES PROTECTED BY WHISTLEBLOWER LAWS

A disclosure is protected by Whistleblower Laws if:

(a) the disclosure relates to Protected Matters;
(b) the information is disclosed by a Discloser identified in section 5 below; and
(c) the disclosure is made to one of the persons identified in section 6 below or section 7 below (provided the pre-requisites in section 7 have been satisfied).
All of the above 3 conditions must be satisfied for a disclosure to be protected by Whistleblower Laws.

4. PROTECTED MATTERS

The types of disclosures which are protected are those where the Discloser has reasonable grounds to suspect that the information disclosed concerns misconduct, or an improper state of affairs or circumstances, in relation to the Company or its related bodies corporate.

Misconduct includes (but is not limited to) fraud, negligence, default, breach of trust and breach of duty.

These types of Protected Matters would include concerns that the Company, its related bodies corporate or employees or officers of the Company or its related bodies corporate, have engaged in conduct that:

constitutes a contravention of the Corporations Act 2001, the ASIC Act, the Superannuation Industry (Supervision) Act 1993, the Banking Act 1959 or any insurance or life insurance statutes;
(a) constitutes an offence against a law of the Commonwealth which is punishable by imprisonment for 12 months or more; and/or
(b) represents a danger to the public or the financial system, (including conduct posing significant risk to public safety or the stability or confidence in the financial system even if the conduct does not involve a breach of a particular law).

The discloser can still qualify for protection under Whistleblower Laws even if their disclosure turns out to be incorrect.

Examples of types of Protected Matters

· Illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence and criminal damage against property

· Fraud, money laundering or misappropriation of funds

· Offering or accepting a bribe

· Failure to comply with, or breach of, legal or regulatory requirements

· Engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or planning to make, a disclosure.

Work related grievances

The disclosure of information related to a personal work-related grievance is not generally protected by Whistleblower Laws. A personal work-related grievance relates to information where:

(a) the information concerns a grievance in relation to the Discloser’s employment or former employment which has implications for the Discloser personally; and
(b) the information does not have significant implications for the Company that do not relate to the Discloser; and
(c) the information does not concern conduct or alleged conduct referred to in the three examples cited at sections a) to c) earlier above.

Examples of personal work-related grievances include interpersonal conflicts between the Discloser and other team members, decisions regarding engaging, transferring or promoting a Discloser and decisions to discipline a Discloser or suspend or terminate the engagement of a Discloser.

A disclosure about a personal work-related grievance may still qualify for protection if:

(a) it includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (eg. a mixed report);
(b) the entity has breached employment or other laws punishable by imprisonment for a period of 12 months or more, engaged in conduct that represents a danger to the public, or the disclosure relates to information that suggests misconduct beyond the discloser’s personal circumstances;
(c) the Discloser suffers from or is threatened with detriment for making a disclosure;
(d) the Discloser seeks legal advice or legal representation about the operation of the whistleblower protections under the Corporations Act.
Internal personal work-related grievances should be made pursuant to the Company’ Grievance Policy.

5. WHO MAY MAKE DISCLOSURES ABOUT PROTECTED MATTERS?

Each of the following persons may make a protected disclosure:

(a) the Company team members and officers as well as their relatives and dependants;
(b) suppliers of goods or services to the Company;
(c) team members of suppliers of goods or services to the Company; and
(d) the Company related bodies corporate (and their directors/secretaries).

Anonymity

There is no requirement for a Discloser to identify themselves to be protected by Whistleblower Laws. That is, protected disclosures may be made anonymously. A person may choose to remain anonymous while making a disclosure, over the course of the investigation and after the investigation is finalised.

A Discloser may refuse to answer questions if they feel that the answer could reveal their identity at any time.

The Company has adopted processes to help protect a Discloser’s anonymity, including:

· allowing pseudonyms to be used for the purposes of making disclosures; and
· providing access to an external anonymous hotline (refer page 10 for details).

6. WHO CAN A PROTECTED MATTER BE DISCLOSED TO?

In order to be protected by Whistleblower Laws, the disclosure of a Protected Matter must be made to:

(a) ASIC or APRA or any other Commonwealth body that is prescribed by the Whistleblower Laws (which may include the ATO with respect to taxation matters);
(b) a legal practitioner for the purposes of obtaining legal advice or representation in relation to Whistleblower Laws;
(c) an officer or senior manager of the Company or its related bodies corporate;
(d) an auditor or member of an audit team conducting an audit on the Company or its related bodies corporate;
(e) an actuary of the Company; and/or
(f) the Whistleblowing Officer.

A “senior manager” is a person who:

• makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the Company; or

• has the capacity to significantly affect the Company financial standing.

7. DISCLOSURES TO POLITICIANS AND JOURNALISTS

A disclosure of a Protected Matter to a journalist or member of State or Federal Parliament will be protected by Whistleblower Laws only if it qualifies for the public interest requirements or emergency requirements outlined below.

Public interest disclosures

A disclosure of Protected Matters to a member of State or Federal Parliament or journalist will be protected by Whistleblower Laws if all of the following requirements are satisfied:

(a) the Discloser has previously made a disclosure of the information to ASIC, APRA or another Commonwealth body prescribed by the Whistleblower Law;
(b) at least 90 days have passed since the previous disclosure was made;
(c) the Discloser does not have reasonable grounds to believe that action is being or has been taken to address the previous disclosure;
(d) the Discloser has reasonable grounds to believe that making a further disclosure of the information to a member of Parliament or journalist would be in the public interest;
(e) the Discloser has given the body to which the disclosure was originally made written notification that identifies the previous disclosure (with sufficient information) and states that the Discloser intends to make a public interest disclosure; and
(f) the extent of information disclosed is no greater than is necessary to inform the journalist or member of Parliament of the relevant misconduct or improper state of affairs.

Emergency disclosures

A disclosure of Protected Matters to a journalist or member of State or Federal Parliament will be protected by Whistleblower Laws if all of the following requirements are satisfied:

(a) the Discloser has previously made a disclosure of the information to ASIC, APRA or another Commonwealth body prescribed by the Whistleblower Laws;
(b) the Discloser has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
(c) the Discloser has given the body to which the disclosure was originally made written notification that identifies the previous disclosure (with sufficient information) and states that the Discloser intends to make an emergency disclosure; and
(d) the extent of information disclosed is no greater than is necessary to inform the journalist or member of Parliament of the substantial and imminent danger.
Taking care with emergency and public interest disclosure
It is important for a Discloser to understand the criteria for making a public interest or emergency disclosure.
A Discloser should contact an independent legal adviser before making a public interest or emergency disclosure.

8. CONFIDENTIALITY

Where a disclosure is protected by Whistleblower Laws, the Laws prohibit persons from disclosing the identity of a Discloser or disclosing information that is likely to lead to the identification of the Discloser.

Persons may only disclose the identity of a Discloser with the Discloser’s consent or to ASIC, APRA, the AFP or a legal practitioner for the purposes of obtaining legal advice about the Whistleblower Laws.

Persons may also disclose the existence of the Protected Matters (without disclosing the identity of the Discloser) to the extent necessary for the matters to be investigated, provided all reasonable steps are taken to reduce the risk that the Discloser’s identity can be discovered. These disclosures may include disclosures to:

• the Director, Finance and Strategy, the Chief Executive Officer/s or the Chairman of the Audit and Compliance Committee;

• delegates to HR or other managers to make inquires or to conduct investigations or order external investigations as is deemed appropriate; and

• disclosures to respondents to complaints to ensures that the person/s against whom allegations are made are given the opportunity to respond to any allegations.

Any breach of these confidentiality protections is illegal and attract significant fines for both individuals and companies.

If a Discloser believes that the confidentiality obligations outlined in this section have not been complied with the Discloser may lodge a complaint as follows:

Internal Complaint
Complaints can be made to the Whistleblowing Officer or Head of People & Culture.

External Complaint
Complaints can be made to ASIC, APRA or the ATO for investigation.

9. IMMUNITY FOR DISCLOSER

If a Discloser makes a disclosure protected by Whistleblower Laws, the Discloser cannot be subject to any civil or criminal liability for making the disclosure and cannot be subject to any contractual breach or other civil claim on the basis of the disclosure.

No administrative action (eg. disciplinary action) can be taken against a person for making a disclosure protected by Whistleblower Laws.

No contract of employment or contract for services can be terminated on the basis that a protected disclosure constitutes a breach of contract.

10. VICTIMISATION PROHIBITED

Whistleblower Laws prohibit any person or company from:

(a) engaging in any conduct that causes detriment to any person because that person (or another person) made a disclosure, proposes to make or could make a disclosure about a Protected Matter pursuant to Whistleblower Laws; or
(b) carrying out any threats to cause detriment to any person (whether express or implied threats) because that person (or another person) made a disclosure, proposes to make or could make a disclosure about a Protected Matter pursuant to Whistleblower Laws.
Examples of detrimental conduct

Examples of detrimental conduct include:

· dismissing a team member
· injuring a team member in his or her employment
· altering a team member’s position or duties to his or her disadvantage
· discrimination between team members
· harassment or intimidation of a person
· harm or injury to a person, including psychological harm
· damage to a person’s property or reputation
· damage to a person’s business or financial position

Examples of conduct that is not detrimental in breach of Whistleblower Laws include:

· administrative action that is reasonable for the purpose of protecting a Discloser from detriment
· managing a Discloser’s unsatisfactory work performance if the action is line with the Company’s performance management framework.

Consequences for breach of these Victimisation provisions

Where a person or company engages in breaches of these protections, significant fines apply and persons who are adversely affected may obtain compensation orders from a Court in relation to any detriment caused.

Compensation and other remedies are also available to a Discloser if the Company fails to take reasonable precautions and exercise due diligence to prevent detrimental conduct from occurring.

Persons who have their contracts terminated in contravention of these protections may also have their contracts reinstated by a Court.

If you believe that you have been subject to any prohibited detrimental conduct you may seek legal advice about these matters.

11. HOW TO MAKE A DISCLOUSRE AND INVESTIGATING PROTECTED MATTERS

A Disclosure may be made:
· personally;
· anonymously; or
· through a pseudonym.
Persons may disclose Protected Matters by either of the following steps:

Internal Disclosure

1. Submit a written complaint or report and any relevant documentation on any Protected Matters to the person identified in Section 6 of this policy who is the Discloser’s relevant manager or the Company contact. The manager or contact will report the concerns to the Whistleblowing Officer.
2. If a Discloser has a concern with Step 1 (for example the Discloser reasonably believes that the manager is involved in the Protected Matters or the Discloser does not feel comfortable reporting it to their manager for any other reason), then the Discloser may submit a report directly to the Whistleblowing Officer.
External Disclosure
The Discloser may contact the Company’s external Whistleblower Hotline:
Bedford CA
Andrew Skyring
Tel: 02 9955 6522

Note: A person making a disclosure must not make an intentionally false or misleading claim. Protections under this Policy will not be applied in such circumstances. The Company may enter disciplinary proceedings against any person making intentionally false or misleading claims.

Investigations

The Company will refer Protected Matters to its Whistleblowing Officer for investigation to determine whether misconduct or some other improper state of affairs exists.

The Whistleblowing Officer will investigate the relevant matters in a manner compliant with the confidentiality obligations outlined in Section 8 of this policy.

The Whistleblowing Officer may alternatively:

• appoint an appropriately qualified and impartial person or entity to investigate the relevant matters; or

• refer Protected Matters directly to ASIC, APRA or the Australian Federal Police.

Whilst every investigation process will differ according to the relevant circumstances, the Whistleblowing Officer will ordinarily ensure that appropriate enquiries are made to determine whether:

(a) the disclosure qualifies for protection;
(b) the allegations are substantiated; and
(c) responsive action needs to be taken in order to address any established misconduct or other improper state of affairs.
The timeframe for conducting investigations will differ depending on the complexity of a disclosure, however, all disclosures will be investigated as promptly as is reasonably practicable.
The Discloser will be provided with regular updates, assuming the Discloser can be contacted. The frequency and timeframe of updates may vary depending on the nature of the disclosure. Key updates will ordinarily include (but are not necessarily limited to):

· that the disclosure has been received;
· when the investigation processes has begun; and
· when the investigation process has concluded.

12. SUPPORTING WHISTLEBLOWERS, PROVIDING FAIR TREATMENT AND PROTECTION FROM DETRIMENT

The Company intends to support Disclosers making disclosures about Protected Matters and to put in place procedures to promote fair treatment of Disclosers and protect them from detriment. This can be achieved by:

• handling disclosures confidentially, where practical and appropriate in the circumstances;

• ensuring each disclosure is assessed and is subject of an assessment and investigation (if the disclosure qualifies as a Protected Matter);

• ensuring secure record keeping processes that restrict information to disclosures about Protected Matters to those persons who may receive such information pursuant to this policy;

• ensuring the Discloser’s personal information is redacted and where possible, ensuring the Discloser is referred to in a gender-neutral context, unless the Discloser consents to having their identity disclosed;

• Providing access to EAP counselling services to all Disclosers. These services may be accessed by contacting LifeWorks on 1300 361 008.

• Investigating all complaints in accordance with the procedures outlined in this policy.

• Implementing investigation processes which are procedurally fair to both Disclosers and respondents to allegations.

• In circumstances where a Discloser consents, having an appropriate senior manager or human resources officer monitor the Discloser’s treatment in the workplace for relevant periods to ensure no victimisation takes place.

• where practicable, allowing the Discloser to perform their duties from another location, reassign the Discloser to another role at the same level, make other modifications to the Discloser’s workplace or the way they perform their duties to assist in protecting the Discloser from detrimental acts;

• ensuring all Disclosers are aware of the process for lodging complaints if they believe their identity has been improperly disclosed or if they believe that they have been subject to improper victimisation in breach of this policy;

• conducting periodic training on the Whilstleblower Laws and this policy;

• Communicating this policy to the Company employees and officers.

• Taking appropriate disciplinary action against any employees or contractors that breach the victimisation or confidentiality provisions of the Whistleblower Laws.

 

13. ACCESS TO THIS POLICY

This policy will be made available to all the Company team members and officers by the following means:
• The policy will be uploaded to the Company intranet.

• On implementation, the policy will be communicated to all team members and officers by way of email.

• The policy will otherwise be disclosed to team members on commencement of employment.

• To ensure persons outside the Company can access the policy, the policy will also be published on the Company’s website.

14. BREACHES OF THIS POLICY

All team members and contractors of the Company are required to comply with this policy at all times as well as with Whistleblower Laws.

Non-compliance with this policy or Whistleblower Laws may result in disciplinary action up to and including termination of employment or termination of a contractor’s services.

15. VARIATIONS

This policy may be varied, amended, replaced or terminated from time to time and at any time at the absolute discretion of the Company.