Terms and Conditions

Terms and Conditions

Terms and Conditions

The parties named in the Registration Form forming part of the Schedule, annexed to these Terms and Conditions, herein acknowledge and agree that they have read and understood the terms and conditions and obligations contained herein. Each party undertakes to observe these Terms and Conditions, as amended from time to time, in the operation, access, management and dealings with the Box, the subject of the License.

  1. DEFINITIONS

In these Terms and Conditions, except where the context otherwise requires:

(a) Definitions:

Act means the Corporations Act (2001) and includes any amendment or re-enactment of it, or any legislation passed in substitution for it;

Agreement means the Registration Form, the Terms and Conditions (as amended from time to time) or any other document forming part of the Agreement between the Company and the Licensee, including any schedules or annexures;

Authorised Person means the person named in the Agreement or any other person notified to the Company, in writing by the Licensee, to be an Authorised Person;

Authority means any government or governmental, semi-governmental body, regulatory or judicial body, department, commission, authority, instrumentality, tribunal, agency or entity, and includes a revenue authority and any self-regulatory organisation established under statute;

Basic Policy has the meaning as set out in clause 18.

Box means the safety deposit box in the Vault Facility allocated for exclusive use to a Licensee as listed in the Registration Form or in any other part of the Agreement;

Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in Melbourne, Victoria, Australia;

Company means Fortis Vaults Pty Ltd ABN 29 128 129 751;

Company Key means a key that corresponds to the relevant Licensee Key and is retained by the Company;

Company Representative means a person or persons employed by the Company holding authority to attend to and physically facilitate Box access;

Commencement Date means the commencement date of the Agreement;

Direct Debit Authorisation and Direct Debit means and refers to the portion of the Registration Form named “Automatic Renewal” and shall include any additional or substitute Direct Debit Authorisation provided by the Licensee to the Company during any Period, further Period or extended Period of this Agreement;

Due Date means the date a payment is to be made by the Licensee to the Company, irrespective of whether or not such day falls on a public holiday, Saturday or Sunday;

Extended Policy means a further or additional policy of insurance as described in clause 18.

Fee Schedule means the Fees published from time to time;

Identification Requirements means the requirements set out in clause 20 of the Terms and Conditions or any other requirement notified, in writing, by the Company to the Licensee;

Insolvency Event means, in relation to a person or entity (as the case may be), the person or entity being made bankrupt, being placed into liquidation, receivership, administration or official management, entering into a scheme of arrangement, compromise or composition with creditors or being or becoming unable to pay one’s debts as they fall due and payable or a similar event occurring to the person;

Key Deposit means the amount specified in the Registration Form or any subsequent, substituted, additional or further amount notified to the Licensee by the Company;

License Fee means any monies payable by the Licensee to the Company in connection with the Agreement, as determined by the Company and notified to the Licensee from time to time;

Law means the requirements of any statute, rule, regulation, proclamation, ordinance or by-law, including any amendment or re-enactment;

Licensee means the person(s), incorporated entity or Trustee of any Trust or Superannuation Fund listed as the Licensee(s) in the Agreement or any person nominated by the Licensee(s) in accordance with the Agreement or otherwise approved by the Company who has full operating rights;

Licensee Keys means the keys associated to and issued in relation to a specific Box by the Company to the Licensee and retained by that Licensee or its Authorised Person;

Loss means, in relation to any person:

(i)  a damage, loss, cost, expense or liability incurred by the person; and

(ii) a claim, action, proceeding or demand made against the person,

however arising and whether present or future, fixed or unascertained, actual or contingent;

Operating Hours means those hours notified or published by the Company from time to time. The hours of operation currently published are the hours between 9.00 am and 5:00 pm Monday to Friday (excluding public holidays) and every 1st and 3rd Saturday of every month between 10:00 am and 2:00 pm;

Opt-In Fee means the fee payable as set by the Company, and advised to the Licensee, on an annual basis in relation to, and based upon, the Licensee’s request for coverage under the Extended Policy.

Party means each party named in the Agreement;

Period means the term of the license as set out in the Registration Form or as otherwise extended, modified or varied in accordance with these Terms and Conditions;

Prohibited Property means the items set out in clause 6(b) and includes any other item(s) from time to time specified by the Company and notified, in writing, to the Licensee;

Property means the Licensee’s property stored in the Box;

Published means contained, listed, produced or re-produced on the Company’s website and includes any variation, amendment or modification to any publication made by the Company;

Renewal Commencement Date means the day [this can be any period you wish – 1 day, 1 week, 1 month etc – noting it is usual for the day prior] that is immediately prior to the anniversary of the commencement of date irrespective of whether or not it falls on a public holiday, Saturday or Sunday;.

Registration Form means the Company’s registration form of the Company, as varied, amended or modified, completed by the Licensee;

Schedule means the schedule to these Terms and Conditions or to any other document between the Company and the Licensee forming part of the Agreement and includes the Registration Form;

Termination Date means the date that this Agreement terminates;

Terms and Conditions means these terms and conditions and includes any amendments, variation or replacement of these Terms and Conditions published on the Company’s website and/or premises;

Vault Facility means the premises known as Level 10, 227 Collins Street, Melbourne, Victoria, Australia, 3000 and includes any future branches wherever located within Australia;

(b) Interpretation

(i)   Reference to one gender includes the others; the singular includes the plural, and the plural includes the singular; and a person includes a body corporate.

(ii)  “Including” and similar expressions are not words of limitation.

(iii)  Headings and any table of contents or index are for convenience only and do not form part of the Agreement or affect its interpretation.

2. AGREEMENT

In consideration of the Licensee making payment of the License Fee to the Company and the Licensee and its Authorised Persons compliance with the Agreement, the Company agrees to allocate and grant a license to the Licensee to exclusively use the allocated Box during the Period.

3. PERIOD

The Period of the License commences upon the Licensee remitting payment of the License Fee, complying with all requirements and conditions set out in the Registration Form, Terms and Conditions, or compliance with any additional requirements or conditions notified to the Licensee by the Company, the Company allocating the Box and issuing the Licensee Keys (Commencement Date). The Period will automatically renew on the day immediately prior to the anniversary of the Commencement Date (Renewal Commencement Date), irrespective if such day falls on a public or bank holiday, Saturday and/or Sunday.

4. RENEWAL OF PERIOD

Subject to the terms of this Agreement, and unless otherwise indicated, the Period will be renewed on the last day of the term, with the Renewal Commencement Date being each anniversary of each term of the License PROVIDED THAT payment of the License Fee has processed in accordance with the payment method contained in the Registration Form or otherwise notified by the Licensee to the Company, in writing.

5. PRODUCTION OF DOCUMENTATION AND LICENSE FEE

(a) The Licensee must:

(i)  provide all identification documentation required or requested by the Company. All identification documentation must be produced either as –

(1) original documents; or

(2) a certificated copy of each original document, with such certification being not more than 12 months prior to completion of the application and provided to the Company at the time of application; and

(3) upon a change of name, provide to the Company written notification of name change, together with the documentation outlined in clauses 5(a)(i) or 5(a)(ii ), evidencing the name change within seven (7) days of such name change;

(ii) pay the License Fee for the full Period in advance and on or before the Commencement Date. The Agreement will not commence until the License Fee is paid together with all identification documentation provided or produced and accepted by the Company;

(iii) pay the Key Deposit as set out in the Registration Form to the Company;

(iv) pay the License Fee for subsequent renewals, in accordance with these terms and conditions no later than the due date. The Agreement will terminate if it is not renewed.

(b) The License Fee is the amount set out in the Registration Form Payment Terms or otherwise notified to the Licensee from time to time by the Company.

(c)  All other charges which may be payable by the Licensee at any time and as set out in the Agreement or otherwise amended, modified, increased and/or deceased and notified to the Licensee in writing.

(d) All payments must be made by cash, bank transfer, approved credit or debit card, or by such other means as directed by the Company.

(e) A Direct Debit Authority is required to be completed at the same time as entering this Agreement and shall apply in respect to all payments that become due and payable to the Company by the Licensee, and –

(i) the Direct Debit Authority forming part of this Agreement is required to be kept up to date at all times and a failure to do so is a fundamental breach of the terms and     conditions of this Agreement. The Licensee agrees that on the date prior to the anniversary of the Commencement Date, the Company shall debit the License Fee applicable to the Renewal Period, together with any and all other or additional amount due and payable by the Licensee to the Company

(ii) if the direct debit is not honoured by the Licensee’s Bank, the Licensee shall be regarded as in breach of the terms and conditions of this Agreement and all fees and charges incurred by the Company will be payable by the Licensee to the Company. The Licensee is required to reimburse the Company each fee applicable to each dishonour as determined by the Company’s Bank, from time to time, together with an administration fee charged by the Company in its absolute sole discretion.

(f) Unless otherwise determined by the Company, the License Fee increases annually by five (5) per cent.

6. BOX CONTENTS

(a) The Licensee may use the Box to store the Licensee’s Property, which the Licensee is legally entitled to store, which is accessible only by the Licensee and the Licensee’s Authorised Persons.

(b) The Licensee must not store:

(i)    liquids;

(ii)   anything which is offensive in nature or illegal;

(iii)  anything that has been declared dangerous or hazardous under any Law;

(iv)   any dangerous, flammable, corrosive or perishable items;

(v)    weapons, regardless of whether or not they are in working order;

(vi)   anything which may become a nuisance to any person;

(vii)  anything which the Licensee does not have full legal entitlement to store to the exclusion of third parties;

(viii) anything the storage of which will make the Company subject to any liability, penalty, and/or legal proceeding;

(ix)   anything that requires any special handling or storage to enable its safe or effective storage, (“Prohibited Property”)

(c) The Licensee warrants and agrees that the Licensee’s Property stored in the Box complies with this clause 6.

(d) If the Company becomes aware that anything stored in the Box is of a kind that contravenes this clause 6, the Company may remove that portion of the Licensee’s Property and deal with it in a lawful manner, including destruction of such property or handing it to an appropriate Authority. The Company will not be liable to the Licensee for any Loss the Licensee incurs as a result of the Company taking any action pertaining to all Prohibited Property stored in the Box. The Licensee shall indemnify the Company against any and all costs incurred and arising from the storage of Prohibited Property.

7. KEYS

(a)  The Company will issue two (2) Licensee Keys for each Box to at least one (1) Licensee upon compliance will all requirements set out in clause 5.

(b)  Where a Box is held jointly and has more than one Licensee, the Company may issue the two (2) Licensee Keys to one (1) of the joint Licensees.

(c)  A Box may only be opened when both a Licensee holding a Licensee Key and a Company representative holding a Company Key are present.

(d)  All Licensee Keys remain the property of the Company.

(e)  The Licensee must:

(i)   not make or arrange for any person to make a copy of the Licensee Keys;

(ii)  not mark the Licensee Keys in any way;

(iii) ensure that all Licensee Keys provided to the Licensee are not destroyed, damaged, lost or given to any person other than the Authorised Persons; and

(iv)  on termination of the Agreement the Licensee must return all Licensee Keys to the Company in working order and in good condition.

(f) The Licensee agrees that:

(i) a Key Deposit as set out in the Registration Form, or otherwise notified by the Company, is payable in full to the Company before any Licensee Keys are provided by the Company to the Licensee. The Key Deposit is a fixed standard fee and applies to all Boxes regardless of the size of the Box and the License Period of the Box.

(ii) if one (1) Licensee Key is lost, damaged or misplaced, the Licensee will not be entitled to any refund of the Key Deposit and the Company will be entitled to retain the full amount of the Key Deposit.

(iii) if both Licensee Keys are lost, damaged or misplaced the Company will arrange for a locksmith to attend the Vault Facility to drill open and gain access to the Box. The Licensee agrees that:

(1) the Licensee will be present at the Vault Facility and Box, during the locksmith’s attendance and access to the Box; and

(2) where there is more than one (1) Licensee then –

A. at least one (1) Licensee will be present at the Vault Facility and Box during the time that the locksmith is accessing the Box; and

B. the remaining Licensee, if unable to attend the Vault Facility, must provide to the Company with prior written acknowledgment, to the satisfaction of the Company, that a locksmith has been arranged due to a lost, damaged or misplaced key, and

nothing contained in this clause 7(f)(iii) shall be interpreted as the Company requiring the consent of the Licensee(s) to rectify the damage to the key system within the Box, which damage is a direct result of the lost, damaged or misplaced key(s) by the Licensee(s);

(3) the Licensee must pay all amounts charged by the locksmith for attending the Vault Facility and accessing the Box, which will include a minimum call out fee, as specified in the Fee Schedule or any other amount notified to the Licensee by the Company. The Box drilling costs and expenses, together with all other fees, charges or costs incurred by the Company as a result of the Locksmith’s attendance, are due and payable at the time the Box is accessed.

8. ACCESS BY LICENSEE AND AUTHORISED PERSON(S) 

(a) The Licensee agrees that only the Licensee(s) and the Authorised Persons shall have access to the Box and its contents. The Company requires the Identification Requirements to be met before allowing access to the Box and the Company may, in its absolute discretion, refuse access if the Identification Requirements have not been fully satisfied by the Licensee.

(b) The Licensee may nominate additional Authorised Persons or withdraw the authority of Authorised Persons by notice in writing to the Company (in the form of a written letter in English delivered to the Company and signed by the Licensee(s)).

(c) The Company may regulate access to the Vault Facility in its reasonable discretion.

(d) The Authorised Person may only access the Box with the Licensee Key in the presence of a Company representative with the corresponding Company Key. A Box can only be opened when both the Licensee Key and the Company Key are inserted into the key holes of the Licensee’s Box. The Company reserves the right to deny access to the Box if any provision of the Agreement has been breached by the Licensee including but not limited to a failure to pay any fee or other charges referred to in the Agreement. Where a breach of the Agreement has been remedied by the Licensee, access to the Box will be reinstated by the Company.

(e) Once the Box has been opened, the Authorised Person may view or add to the contents of the Box without the supervision of a Company Representative in an allocated viewing suite and/or within the Vault Facility. Pursuant to these terms and conditions, the Authorised Person shall not be entitled to terminate the license in respect to the Box, without the prior written authority and consent provided to the Company by the Licensee.

9. ACCESS BY AN AUTHORITY

(a) In the event that an Authority, or any duly authorised representative of an Authority, serves upon the Company a legal demand to access a Box, or issue a demand for information held by the Company relating to the Licensee, to the extent permitted by law, the Company will comply with such demand. The Company expressly disclaims any liability for any Loss suffered by the Licensee in compliance with the Authority’s demand.

(b) If a party, other than a party referred to in clause 9(a), attempts to access a Licensee’s Box or information held by the Company relating to the Licensee, the Company will resist unless the Licensee has instructed the Company, in writing, to release the information sought.

(c) Where permitted by law the Company will notify the Licensee of receipt of any legal demand to provide access to the Box or to release the Licensee’s information. In the event the Company does not notify the Licensee of receipt of any legal demand, the Company shall be indemnified by the Licensee for any Loss suffered by the Licensee.

(d) The Licensee acknowledges and agrees that:

(i) all Loss (including all legal fees on a solicitor-client basis) incurred by the Company in resisting access to the Box will be borne by and be the sole responsibility of the Licensee;

(ii) the Licensee indemnifies the Company against all such costs and will immediately upon demand made by the Company, make payment to the Company of all such costs;

(e) The Licensee further acknowledges and agrees that in respect to the Box, the Licensee’s information and the contents of the Box:

(i) all legal costs and expenses (on a solicitor – client basis) incurred by the Company as a result of the Company becoming a party to any action, legal proceeding, review, claim, investigation or any other matter connected to the Licensee, the Authorised Person(s), the Next of Kin or the contents of the Box, shall be born by and be the sole responsibility of the Licensee; and

(ii) all costs and expenses incurred from any professional advisor engaged by the Company, acting reasonably,

are costs incurred on behalf of the Licensee, the Authorised Person or the Next of Kin and become immediately due and payable by the Licensee to the Company upon written request.

10. LIABILITY

(a) Subject to clause 18 of these Terms and Conditions, the Licensee acknowledges and agrees that, to the maximum extent permitted by Law:

(i) any liability of the Company to the Licensee, the Authorised Person(s) and any other third party (including for any Loss the Licensee may suffer or incur in connection with the Licensee’s Property) is limited to:

(1) liabilities which are claimable by the Company under the Basic Policy (or the Extended Policy if applicable in accordance with clause 18); and

(2) the amount recovered by the Company in respect of that liability under the relevant policy.

(ii) the Company’s total liability to the Licensee (or Licensees where there is more than one) will not exceed the amount recovered by the Company in respect of that liability under the Basic Policy (or the Extended Policy if applicable in accordance with clause 18).

(iii) all warranties that would otherwise be implied in respect to the Company into this Agreement are specifically excluded.

(b) The Licensee indemnifies the Company for any Loss the Company may incur (including liability to any third party) arising from the licensing of the Box (and access to the Vault Facility) by the Licensee, its Authorised Persons and any other person attending the Vault Facility with the Licensee and/or its Authorised Person(s).

11. TERMINATION 

(a) The Agreement terminates on the earlier of:

(i)  the Company or the Licensee giving the other not less than thirty (30) days written notice of the intended termination; or

(ii) the Company in its discretion elects to immediately terminate the Agreement where any of the events specified in clauses 5(b), 6(c), 11 and 13(b) of the Terms and Conditions occurs; or

(iii) the end of the Period where the Licensee has not renewed the Agreement in accordance with clause 4(b) of the Terms and Conditions.

(b) Termination of the Agreement is without prejudice to any accrued rights of the Parties.

(c) Upon termination, the Licensee must:

(i) Remove the contents of the Box; and

(ii) Return the Licensee Keys by:

(1) physical delivery to Level 10;

(2) forward by registered post; or

(3) forward by courier,

      noting that the Licensee is responsible for loss of all Keys until returned to the physical possession of the Company.

(iii) Where the Licensee is unable to physically attend the Facility for the purposes of removing the contents of the Box, the Licensee may, by pre-arrangement with the Company, provide the Company with written authority and consent, wet ink (in pen) signed by the Licensee and provided to the Company, no less than seven (7) days prior to the date upon which access to the Box is required, permitting an Authorised Person to attend the Facility for the purpose of vacating and clearing of the Licensee’s Box.

(iv) Where the Keys are returned to the Company, the Company will rely on this action by the Licensee as authority to open the Box, without any further correspondence or communication from the Licensee and in doing so the Company may consider the Box to be vacated or emptied.

(v) If the Company undertakes the steps contemplated in clause 11(c)(iv) and becomes aware that the Box has not been vacated or cleared, the Company shall deal with the contents of the Box in accordance with clause 12 of these terms and conditions and shall not be held responsible or liable in respect to the Box contents, save and except in accordance with any applicable laws.

(d) Where the Agreement is terminated by either the Company or the Licensee by the giving of written notice under clause 9(a)(i) of the Terms and Conditions before the end of the Period, the Company will provide the Licensee with a refund of the License Fee that represents the unexpired period calculated from the first day after the expiration of the thirty (30) days’ notice period, on a pro rata basis applying the monthly default rate as determined by the Company from time to time.

(e) Where the Agreement is terminated for any other reason than the giving of notice under clause 9(a)(i) of these Terms and Conditions before the expiration of the Period, the Licensee will not be entitled to a refund of the License Fee.

(f) Where the Agreement is terminated for any reason, the Licensee will not be entitled to a refund of any administrative or other charges paid or due and payable by the Licensee to the Company and the Company is entitled to deduct any unpaid fees or charges (including any legal or professional fees incurred in accordance with clauses 9(d) and 9(e)) from any amounts refundable to the Licensee.

(g) Where this Agreement is terminated for any reason, the Licensee will immediately cease to be a named party on the Basic Policy and/or the Extended Policy (if applicable).

12. DISPOSAL OF PROPERTY

(a) Where the Agreement is terminated for any reason, the Licensee must remove all Property from the Box prior to the last day of the Period or where the last day of the Period falls on a day that is not a Business Day, then the next available Business Day.

(b) Where the Licensee fails to remove the Property from the Box in accordance with clause 12(a), the Company will be entitled to exercise its rights and powers under applicable laws, including rights of sale of the Property including under the Warehousemen’s Liens Act 1958.

(c) Where the Company holds uncollected goods, the Company may:

(i) remove the Property from the Box and store the Property at the Company’s discretion; and

(ii) apply to the appropriate Court or Tribunal for an order for the sale and/or disposal of the Property and apply the proceeds of the sale to any outstanding License Fees or charges owing by the Licensee to the Company, including any storage costs, cost of sale, commissions, legal fees or any other costs, expenses or charges incurred by the Company in dealing with the Property and refund the balance of the proceeds of the sale (if any) to the Licensee, and the Company will in respect to its dealings with uncollected goods, observe and be governed by any and all applicable laws and legislative enactments.

13. INSOLVENCY, INCAPACITY OR DEATH

(a) Where a Licensee:

(i) suffers an Insolvency Event;

(ii) dies; or

(iii) otherwise becomes unable to exercise its rights under the Agreement for reasons of incapacity, and the Property of the Licensee is vested in a trustee, executor or administrator, as the case may be,

the Company may terminate the Agreement and permit such trustee, executor or administrator to access the Box to remove its contents, subject to compliance with the provisions of the Agreement and all applicable laws.

(b) Death

(i) Where a Licensee dies the Company will:

(1) Comply with all State laws, including laws of other States and Territories applicable to the deceased’s Estate;

(2) Only release the contents of, and deal with the Box in accordance with the laws of the State of Victoria, including but not limited to the Administration and Probate Act 1958 (Vic);

(3) Where necessary, engage the required professionals, including legal representation, to ensure the Company’s compliance with the provisions of Administration and Probate Act 1958 (Vic); and

(4) Do all things reasonably necessary and required by law to maintain the safety of the contents of the Box for the Licensee’s intended heir or successor in title.

(ii) Where the Company is required to engage professional and/or legal services or obtain professional and/or legal advice to fulfil its obligations set out in clause 13(b)(i), any costs, expenses, charges, disbursements and/or professional fees incurred by the Company become an amount due and payable by the Licensee’s Estate.

(c) Incapacity

(i) Where a Licensee becomes legally incompetent or incapacitated, the Company will:

(1) Comply with all State laws, including laws of other States and Territories applicable to incapacity;

(2) Only release the contents of, and deal with the Box in accordance with the Laws of the State of Victoria, including but not limited to the Guardianship and Administration Act 2019 (Vic)Powers of Attorney Act 2014 (Vic) or any other applicable laws;

(3) Where necessary, engage the required professionals, including legal representation, to ensure the Company’s compliance with the provisions of the Guardianship and Administration Act 2019 (Vic)Powers of Attorney Act 2014 (Vic) or any other applicable laws;

(4) Do all things reasonably necessary and required, by law, to maintain the safety of thecontents of the Box for the Licensee’s appointed Guardian or Power of Attorney.

(d) Engaging Professional Services

Where the Company is required to engage professional and/or legal services or obtain professional and/or legal advice to fulfil its obligations set out in clause 13(c)(i), any costs, expenses, charges, disbursements and/or professional fees incurred by the Company become an amount due and payable by the Licensee.

(e) The Company

Where the Company is placed into liquidation, administration or bankruptcy, the liquidator, administrator or other relevant party responsible for administering the Company will contact the Licensee and notify the Licensee to remove all Property from the Box. The Company is not entitled to access the Box or remove Property from the Box except as otherwise permitted under clauses 5, 6 and 7. The Licensee acknowledges and agrees that if the Licensee does not remove the Property from the Box by the date nominated in the notice, then the provisions of clauses 12(b) and 12(c) will apply and the Company (or the administrator, liquidator or other relevant third party) will be entitled to remove the Property from the Box and exercise all of the rights set out in clauses 12(b) and 12(c).

14. GOODS AND SERVICES TAX

(a) Definitions In this clause:

(i) “GST” means GST as defined in A New Tax System (Goods and Services Tax) Act (1999) as amended (GST Act) or any replacement or other relevant legislation and regulations;

(ii) words or expressions used in this clause 14 which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;

(iii) any reference to GST payable by a Party includes any corresponding GST payable by the representative member of any GST group of which that Party is a member;

(iv) any reference to an input tax credit entitlement by a Party includes any corresponding input tax credit entitlement by the representative member of any GST group of which that Party is a member; and

(v) if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.

(b) Supply is a taxable supply

(i) Unless GST is expressly included, the consideration to be paid or provided under any other clause of the Agreement for any supply made under or in connection with the Agreement does not include GST.

(ii) To the extent that any supply made under or in connection with the Agreement is a taxable supply, the GST exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause 14 is subject to a valid tax invoice being delivered to the recipient of the taxable supply.

15. VARIATION

(a) The Company:

(i) may vary the Terms and Conditions, or change or introduce any fee or charge, at anytime;

(ii) will give the Licensee notice of any variation to the Terms and Conditions no later than thirty(30) days before the change takes effect;

(iii) will give the Licensee at least thirty (30) days prior notice if the Company changes or introduces a new License Fee or charge.

(b) The Company’s notification requirements contained in this clause 15 shall mean any one of the following –

(i) Publishing the Company’s amended, varied or modified Terms and Conditions on the Company’s website;

(ii) By notifying the Licensee by email; or

(iii) By notifying the Licensee by mail, addressed to the Licensee’s last known address;

(iv) By any other means determined by the Company,

during the term of this Agreement, it is and remains the Licensee’s responsibility to undertake all steps necessary for the Licensee to be up to date and familiar with the Company’s Terms and Conditions including any amendments, variations or up-date of such Terms and Conditions. Where Terms and Conditions have been amended, varied or modified, the Licensee’s continued use of the Box is acceptance by the Licensee of the Company’s amended, varied or modified Terms and Conditions.

(c) If the Licensee does not accept any variation or change that the Company makes, and the Licensee is not in breach of the Agreement, the Licensee may terminate the Agreement within the Company’s thirty (30) day notice period contained in clause 15(a)(ii).

(d) If the Licensee does not notify the Company that the Licensee wishes to terminate the Agreement in accordance with clauses 15(a) and 15(b), the Licensee will be deemed to have accepted the variation set out in the Company’s notice.

(e) The Licensee may not vary the Agreement.

16. LATE PAYMENT AND CHARGES

Any and all fees payable pursuant to this Agreement are remitted in accordance with the Direct Debit Authority provided by the Licensee at the Commencement Date and comprised in the Registration Form or otherwise notified to the Company by the Licensee, in writing. Where any Direct Debit is not honoured by a Licensee’s bank or credit supplier, the Licensee must ensure that payment of all outstanding fees or any other charges is remitted to the Company within seven (7) days of the Direct Debit dishonour and where the Licensee fails, omits or neglects to remit all and any outstanding payments, then without limiting the Company’s rights under the Agreement, the Company shall:

(a) notify the Licensee of its breach of the payment terms;

(b) immediately suspend the Licensee’s access to the Vault Facility;

(c)  where the Licensee has not remedied the breach of the payment terms, the Company, in its absolute discretion may:

(i) charge the Licensee a Box holding fee equivalent to the overholding period, which shall include the thirty (30) day notice period required to be provided by the Licensee to the Company when closing a Box;

(ii) charge the Licensee an administration fee;

(iii) Terminate the Agreement;

(iv) Apply a late payment fee of $100.00 plus interest on all overdue accounts at a rate of 12% per annum, calculated daily, until payment of all outstanding fees, charges, costs and expenses have been received, in full, by the Company, and

the Company may, in its sole discretion, attempt to further process all outstanding amounts by way of the Direct Debt Authority provided by the Licensee, without providing the Licensee with any further notice.

17. CHANGES TO LICENSEE’S PARTICULARS

(a) The Licensee must notify the Company promptly, in writing, of any change to the contact details of the Licensee or Authorised Person(s) set out in the Agreement.

(b) The Company will not accept any changes to the details set out in the Agreement unless they are given to the Company in writing and wet ink signed (ie by pen) by the Licensee, which the Licensee may provide to the Company by:

(1) Email attachment;

(2) Registered post; or

(3) Hand delivery.

(c) The Company may request further information, documentation, identification or evidence from the Licensee prior to affecting any change to contact details of the Licensee or Authorised Person(s).

18. INSURANCE

(a) During the Period, the Company shall cause the Vault Facility to maintain policies of insurance, which the Licensee may, in its sole discretion, “opt-in” for the purpose of insurance cover relating to the contents of the Box, either at the time of completing the Registration Form, or at any other time by the Licensee notifying the Company, in writing, that the Licensee desires to “opt-in” to one or more of the insurance policies available and where the Licensee wishes to “opt-in” to the Extended Policy of Insurance, the Licensee must specify the amount of the insured value for inclusion.

(b) The Licensee agrees and acknowledges that all fees payable in respect to any insurance shall be payable by the Licensee and will form part of the charges authorized to be paid by way of the Direct Debit Authority.

(c) The policies of insurance maintained and available for the Licensee are:

(i) Public Liability, including personal injury and third-party property damage (“PL Insurance”), with cover applying from the Commencement Date;

(ii) Basic Policy of Insurance available for each Licensee to “opt-in” at the time of completing the Registration Form, or to otherwise notify the Company of the Licensee’s desire to “opt- in” to the Basic Policy of insurance after commencement of the Period up to the amount of$10,000.00, or otherwise notified by the Insurer (“Basic Policy”); and

(iii) Extended Policy of Insurance, available to the Licensee to “opt-in” to a value determined by the Licensee, which cover applies from the date that payment for the cover has been made (“Extended Policy”).

(d) Where the Licensee “opts in” to the Extended Policy, the insurable goods include –

(i) Gold

(ii)   Silver

(iii)  Diamond

(iv)   Precious Metals

(v)    Jewellery

(vi)   Specie

(vii)  Cash

(viii) Securities

(ix)    Bonds

(x)     Certificates

(xi)    Bills of Exchange; and

(xii)   any other Property; or

(xiii)  articles of intrinsic value,

Property of the Licensee that is –

(1) entrusted to the Company;

(2) contained or lodged in Boxes at the Company’s Vault Facility;

(3) or any of their present or future branches wherever situate within Australia including boxes leased or not leased to the Licensee;

(4) while such property or articles or boxes are in the Vault Facility, but temporarily outside the Box in the Vault Facility.

(e) If the Licensee “opts in” to the Basic Policy, cover is for a value of up to $10,000.00. If the Licensee requires insurance cover in excess of $10,000.00, the Licensee is required to “opt in” to the Extended Policy pursuant to clauses 18(a) and 18(b) herein.

(f) Where the Licensee wishes to “opt-in” to be covered under the Extended Policy for a further amount, the Licensee must:

(i) provide the Company with a written request to “opt-in” to the Extended Policy for an additional amount, as determined and specified by the Licensee;

(ii) the written request may be undertaken by completing the Insurance section of the Registration Form or by notice pursuant to clause 18(a) and 18(b); and

(iii) make payment of the Opt-In Fee on an annual basis, which amount is hereby authorized to be paid by way of the Direct Debt Authority provided to the Company by the Licensee.

(g) For the avoidance of doubt:

(i) the Opt-In Fee is payable annually and will be set by the Company in its absolute discretion and notified to the Licensee each year. The Opt-In Fee payable by the Licensee shall be determined by the Company by reference to, amongst other things, the terms and conditions of the Extended Policy in place and the level of coverage sought by the Licensee;

(ii) payment of the Opt-In Fee becomes due and payable upon receipt by the Licensee of the Opt-In Fee notice sent by the Company for each year;

(iii) where the Direct Debt has not been honoured by the Licensee’s bank or credit supplier, and the Opt-In Fee has not been paid, or the Opt-In Fee is paid late, then the Licensee shall not be covered by the Extended Policy for such period that the Opt-In Fee remains unpaid, taking into account the insurance period under the Extended Policy.

(h) The Company is not an insurance provider and does not hold an Australian Financial Services (AFS) Licence.

(i) In the event the Licensee elects to “opt in” to the Extended Policy in accordance with this clause 18, the Company agrees to provide the Licensee with a copy of the terms and conditions of the Extended Policy on the Licensee’s written request, without charge, within a reasonable time after the request.

(j) The Company agrees that in consideration of the Licensee paying the License Fee and/or the Opt- In Fee, the Company will provide information about the status of the Basic Policy and/or Extended Policy as appropriate, within a reasonable time of commencement or renewal of cover.

(k) If a Licensee wishes to make a claim against the Company in respect of any Property held in the Licensee’s Box or any other type of claim under this Agreement, the Licensee must first ensure that the intended claim meets the requirements for bringing a claim under the Basic Policy and/or the Extended Policy (as applicable). If the intended claim does meet all requirements applicable to the type of claim, then the Licensee must notify the Company in writing of the claim as soon as possible after the event giving rise to the intended claim but in any event within the terms, conditions and time frames of the relevant insurance policy or determined by the insurer from time to time (Final Date).

(l) The Licensee acknowledges and agrees that:

(i) it will not be able to bring any claims in respect of the subject matter of that intended claim after the Final Date;

(ii) it will have no further claim against the Company in respect of the subject matter of that intended claim; and

(iii) the Company will have no further liability whatsoever, in respect of the subject matter of that intended claim.

19. AUTHORISED PERSONS

(a) If the Licensee is a company or other entity, the Licensee can nominate one (1) or two (2) people who are over the age of 18 years to be the company or entity’s Authorised Persons. The Company reserves the right to refuse acceptance of any person nominated to be the Licensee’s Authorised Person. If a company Licensee wishes to nominate more than two (2) Authorised Person, then such nomination will be at the sole discretion of the Company.

(b) The Licensee’s Authorised Person(s) may –

(i) attend to general business activities in respect to the Box and the contents of the Box;

(ii) deposit into the Box,

with the Licensee’s Authorised Person(s) having limited access and control over the Property and contents of the Box and no authority over closure of the Box.

(c) The Authorised Person will not have authority to:

(i) close the Box;

(ii) terminate this Agreement;

(iii) request or cease additional insurance cover under the Basic Policy or Extended Policy;

(iv) or undertake any other action, step or thing of a permanent nature,

with such rights only exercisable by the Licensee or the duly appointed Power of Attorney of the Licensee.

(d) If the Company is unable to contact the Licensee utilising the nominated contact details, the Company may contact the Authorised Person(s) or Next of Kin, whichever is applicable, specified in the Registration Form or notified to the Company in writing, to, among other things, give notice to the Licensee of –

(i)   a breach of a term of this Agreement, including outstanding amounts payable to the Company;

(ii)  suspension of the Licensee’s access to the Vault Facility and/or the Box;

(iii) the Company requiring or requesting the removal of the Property contained within the Box.

(e) The Licensee may revoke the Authorised Person(s) authority or replace the Authorised Person(s) with substituted Authorised Person(s) by written notice to the Company, signed by the Licensee, together with payment of any applicable fees. The Company may, in its sole discretion, apply an administrative fee to affect any requested revocation and substitution where such a request is made by the Licensee after the expiration of ninety (90) days from the Commencement Date.

20. ACCESS TO VAULT FACILITY

(a) Access to Property stored at the Vault Facility is limited to the Licensee and the Authorised Person(s).

(b) Prior to accessing the Vault Facility, the Licensee must ensure that all identification documentation requested by the Company, has been provided to and accepted by the Company for each Licensee and the Authorised Person(s).

(c) Where the Company has not accepted the identification documentation provided by the Licensee and the Authorised Person(s), the Company reserves the right to refuse access to the Vault Facility.

(d) The Licensee acknowledges that Vault Access is by appointment only during operation hours.

(e) The Company may refuse any person access to the Vault Facility or to the Property where required to do so by Law, notices, orders or directions.

21. JOINT OWNERSHIP 

If the Licensee comprises two (2) or more parties, they will be jointly and severally liable under the terms of this Agreement and treated as jointly and severally entitled to the Property. If the Parties are individuals with one (1) of the Parties being deceased, the access to the Vault Facility and the Property containedwithin the Box will be treated as the Property of the survivor.

22. IDENTIFICATION

(a) The Licensee acknowledges:

(i) in accordance with The Anti-Money Laundering and Counter-Terrorism Financing Act (2006) (AML/CTF Act), the Company must verify the identity of the Licensee and, at the discretion of the Company, the beneficial owners of companies, trusts, partnerships, incorporated associations and registered co-operatives of the Licensee;

(ii) “beneficial owner” means the natural person who ultimately owns or controls the Licensee and/or the natural person on whose behalf the Licensee has entered into the Agreement”;

(iii) “beneficial owner” includes those persons who exercise effective control over a legal person or arrangement, and includes a person who directly or indirectly owns 25% or more of an entity or who controls another person; and

(iv) if there is a chain of ownership, the relevant beneficial owner is the person who ultimately owns or controls the Licensee.

(b) The Licensee is required to complete the current Registration Form, which includes the Company’s AML/CTF Act Identification Requirements. These requirements are in place to:

(i) ensure the Licensee is properly identified through a documented process; and

(ii) verify the identity of customers/businesses using reliable electronic and independent documentation.

(c) In relation to the Company’s activities, the Company undertakes to and warrants that it will at all times comply with the AML/CTF Act.

(d) The Company acknowledges that it also has obligations under the Privacy Act 2008, including the requirement to comply with the Australian Privacy Principles. A copy of the Company’s Privacy Policy will be provided upon request.

(e) Pursuant to the Australian Privacy Principles, the Licensee authorises the Company to collect personal information provided to the Company by the Licensee (including the Licensee’s full name, address, date of birth, email address, contact details and copies of personal Identification documents such as the Licensee’s Driver Licence, Passport, Medicare Card, Bank Statements, Council Rates Notices or any other documents that prove the Licensee’s identity and address) (“Personal Information”).

(f) The Company may provide the Personal Information to its related companies so that the Company’s relationship with the Licensee may be best administered.

(g) The Company may provide the Licensee with products and services the Licensee requests, and the Company may provide the Licensee with information about the Company’s products and services as well as products and services of related companies.

(h) To complete the Company’s Identification Requirements, the Licensee authorises the Company to use the Personal Information provided by the Licensee to request information from credit agencies, financial institutions and Authorities as required to verify the Licensee’s identity.

23. GENERAL PROVISIONS

(a) Notices

(i) Any notice or other communication including, but not limited to, any request, demand, consent or approval, to or by a party to the Agreement:

(1) must be in legible writing and in English addressed in accordance with the recitals or as specified to the sender by any party by notice;

(2) where the sender is a company, must be signed by an officer or under the common seal of the sender;

(3) is regarded as being given by the sender and received by the addressee if:

(1) delivery in person, when delivered to the addressee;

(2) sent by post, on delivery to the addressee;

(3) sent by electronic mail, when received by the addressee; and

(4) may be relied upon by the addressee and the addressee is not liable to any other person for any consequences of that reliance if the addressee believes it to be genuine, correct and authorised by the sender.

(ii) In this clause, a reference to an addressee includes a reference to an addressee’s officers, agents or employees.

(b) Governing Law and Jurisdiction

(i) The Agreement is governed by and will be construed in accordance with the Laws in force in the State of Victoria, Australia.

(ii) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

(c) Assignment

(i) The Licensee may not assign, transfer or in any other manner deal with its rights or obligations under the Agreement without the prior written approval of the Company;

(ii) The Company may assign, transfer, sell, dispose of, novate or otherwise deal with its rights and/or obligations under the Agreement without prior notification to the Licensee PROVIDED THAT the Company notifies the Licensee within a reasonable time of the Company assigning, transferring, selling, disposing off, novating or otherwise dealing with its rights and/or obligations under the Agreement.

(d) Prohibition and enforceability

(i) Any provision of, or the application of any provision of, the Agreement or any power which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.

(ii) Any provision of, or the application of any provision of, the Agreement that is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

(e) Waiver

A waiver of any right arising from a breach of the Agreement or of any power arising upon default under the Agreement must be in writing and signed by the party granting the waiver.

(f) Entire Agreement

The Agreement incorporates the entire understanding between the Company and the Licensee and supersedes all previous arrangements, undertakings and understandings, written and oral, express or implied, between the parties in relation to the subject matter contained in the Registration Form and these Terms and Conditions.

(g) Costs and Outlays

(i) Each party must pay its own costs and outlays connected with the preparation and execution of the Agreement.

(ii) The Licensee must, when due or earlier, pay all stamp duty and other government duties and imposts payable from time to time in connection with the Agreement and all other documents and matters referred to in the Agreement.

(iii) Nothing contained in this clause 23(g) removes the Licensee’s obligation to reimburse the Company for all or any costs, expenses, disbursements, charges, fees, professional fees including legal fees incurred by the Company and contained in these Terms and Conditions.

Updated on the 22nd of February 2024