| Status |
Optional (see Notes section below) |
|---|---|
| Source |
Commonwealth Contract Terms clause C.C.2 |
| Additional information |
This clause should be included to ensure that the nature of the legal relationship of the Parties is clearly established in the Contract.
This clause is particularly important to ensure that individuals associated with one Party to the Contract do not hold themselves out as having any legal status to represent or make binding decisions for other Parties to the Contract.
The clause also outlines the behavioural standards expected of all Parties to the Contract and emphasises the need for parties to cooperate with each other to:
- achieve the objectives of the Contract; and
- ensure the work health and safety of workers and workplaces.
The clause also includes a general requirement to comply with all reasonable directions and procedures in operation at each other’s premises relating to Workplace Health and Safety, recording keeping and security.
Relationship of the Parties
X.1 Neither Party is, by virtue of this Contract, the employee, agent, officer or partner of the other Party nor authorised to bind or represent the other Party.
X.2 The Supplier must ensure that its officers, employees, agents or Subcontractors do not represent themselves as being an officer, employee, partner or agent of the Customer.
X.3 In all dealings related to the Contract, the Parties agree to:
- communicate openly with each other and cooperate in achieving the contractual objectives;
- act honestly and ethically;
- comply with reasonable commercial standards of fair conduct;
- consult, cooperate and coordinate activities to identify and address any overlapping work health and safety responsibilities aimed at ensuring the health and safety of workers and workplaces; and
- comply with all reasonable directions and procedures relating to work health and safety, record keeping and security in operation at each other’s premises or facilities whether specifically informed or as might reasonably be inferred from the circumstances.
While use of this clause is optional, it is common for contracts to include a clause of this type.
Standardisation of contractual text results in efficiencies for both Parties to a contract. Before deciding whether a particular clause is appropriate, procurement officials should carefully consider the context of their procurement. Capitalised terms (unless otherwise defined) are based on the definitions in the CCS Glossary. Definitions of any relevant defined terms may need to be added.
Clause wording would generally need to be changed where a different approach is a requirement for the specific procurement – for example, where the Supplier is acting as the Customer’s agent as part of the Services being provided, or where it is appropriate to include more detailed provisions dealing with access to each other’s premises. There will also be situations where it is appropriate to include more detailed provisions dealing with the allocation and management of work health and safety issues.
This clause is not a substitute for more general provisions relating to record keeping and security that apply to the overall performance of the Contract.
There may also be procurements where it is not appropriate for the Customer to commit to particular standards of communication or conduct or that particular provisions should be excluded from the application of these requirements – for example, where the Contract involves sensitive policy or security considerations and/or where the Customer needs to have the ability to take certain action in its absolute discretion and without any requirement for consultation or further discussion.
Otherwise, where this clause is included, the clause wording should be used without change.
Terms that are capitalised may need to be changed to align with the Contract terminology.
