Dealer Incentive Slimline Black Program Terms
The Dealer Incentive Program and Program terms and conditions apply only to franchise car dealers which elect to participate in the Incentive Program by signing a Letter Agreement with VicRoads.
1. Term
1.1 The Agreement, including these terms and conditions, apply to Your participation in the Incentive Program. Your participation in the Incentive Program will commence on the later of 1 January 2024 or the date You sign the Agreement and will continue until the Expiry Date, unless it is extended in accordance with clause 1.2 or terminated earlier in accordance with clause 9.1 (Term).
1.2 The Term will be extended for a further period of 12 months if VicRoads gives written notice to You no later than 30 days before the Expiry Date.
2. State Agreement
2.2 The State Agreement will continue to apply and govern the ordering and handling of plates, including Black Slimline Plates.
3. Incentive Program
3.1 During each quarter of the Term, if Your Sales have increased from the Baseline Sales by the percentages specified in Column 1 below, You will be entitled to the payment specified in Column 2 below (Incentive Payment) in respect of every Black Slimline Plate sold during that quarter.
|
Column 1 - Growth |
Column 2 – Incentive Payment per Black Slimline Plate |
|
9.99% |
$0.00 |
|
10%-14.99% |
$10.00 |
|
15%-19.99 |
$12.50 |
|
20%-24.99% |
$15.00 |
|
25%-29.99% |
$17.50 |
|
30% or more |
$20.00 |
3.2 If the Term commences part way through a quarter, the Baseline Sales will be calculated on a pro rata basis according to the number of days remaining in the quarter.
3.3 You must disclose to customers that You receive a benefit for promoting the purchase of Black Slimline Plates.
3.4 You must comply with reasonable directions given by VicRoads during the Term in relation to the operation of the Incentive Program.
3.5 Your eligibility for the Incentive Payment will be determined by VicRoads with reference to your quarterly Sales results. VicRoads will monitor Your Sales and provide to You regular trackings to targets and quarterly Sales results.
3.6 If a change to Your business occurs in accordance with clause 11.2, You agree that the Baseline Sales, targets, progress and eligibility for You and Your related businesses will be reassessed and reset to reflect the change of control and this Agreement may be varied in accordance with clause 11.3.
4. Payment of Incentive Payments
4.1 Upon signing the Agreement, You must provide relevant bank account details to VicRoads of the account to which Incentive Payments will be made.
4.2 If VicRoads is satisfied that You are validly entitled to the Incentive Payments, it will pay the Incentive Payments to You to your nominated bank account within 60 days after the end of the relevant quarter.
4.3 If VicRoads reasonably believes that an amount has been paid to You otherwise than in accordance with this Agreement (Overpayment), it may do one or more of the following:
(a) direct You to repay such Overpayment; or
(b) set off the amount of such Overpayment against any future amount payable to You.
4.4 If You receive a direction from VicRoads in accordance with clause 4.3(a), You must make such repayment within 28 days.
4.5 If You have a query or dispute in relation to the actual Sales of Black Slimline Plates or amount paid, these are to be submitted and resolved in accordance with clause 8.
5.3 If GST is payable on a taxable supply made under, by reference to or in connection with this Agreement, then the party providing the consideration for that taxable supply must also pay the GST amount as additional consideration.
5.4 You authorise VicRoads to issue Recipient Created Tax Invoices in respect of any Incentive Payments payable under this Agreement in accordance with the terms set out below:
(ii) an ABN and registration on the Australian Business Register under the ABN Act,
and you agree to notify VicRoads in writing immediately if such registration ceases for any reason or if it is withdrawn, revoked, suspended or made subject to any condition or limitation;
(ii) for an ABN on the Australian Business Register under the ABN Act;
VicRoads acknowledges that it is registered for GST under the GST Act as at the date of this GST Agreement and that it will notify You if it ceases to be registered for GST under the GST Law or if it ceases to satisfy any of the requirements of any Ruling in relation to Recipient Created Tax Invoices.
6. Audit
6.1 During the Term, You permit VicRoads, on reasonable notice, to attend your premises and or have access to your systems during ordinary business hours to monitor and conduct audits of the Your performance of this Agreement (Audit).
6.2 Without limiting clause 6.1, You agree to provide VicRoads with reasonable access to such records, documents, systems, policies and procedures and if necessary, personnel to allow VicRoads to conduct the Audit.
6.3 VicRoads may conduct an Audit no more than once per calendar year unless it holds a reasonable suspicion that You have breached this Agreement or an Overpayment has occurred.
7.2 VicRoads’ related bodies corporate, related entities, the Secretary and the State are each a third party beneficiary to this Agreement, and are each entitled to the rights and benefits of this Agreement, and to enforce this Agreement, as though each were party to this Agreement.
8. Dispute Resolution
8.1 If any dispute arises in relation to this Agreement, including in relation to its interpretation or any aspect of its performance or a dispute arising under this clause, (dispute) no party may commence any court or arbitration proceedings unless and until the parties have complied with the procedures set out in this clause 8, except where a party seeks urgent interlocutory relief.
8.2 If any dispute arises, a party may give written notice of dispute (notice of dispute) to the other party that states that a dispute has arisen, specifies the nature of the dispute and requests that a meeting of the authorised representative of each party be held within 10 business days.
8.3 If a party receives a notice of dispute from any other party in accordance with clause 8.2, that party must cause an authorised representative to attend at the meeting referred to in the notice of dispute, which meeting may be held by contemporaneous linking by telephone or live audio visual transmission (or similar).
8.4 If, after following the procedures set out in clauses 8.2 to 8.3 above, the parties are unable to resolve a dispute in relation to this Agreement, any party may commence court proceedings to resolve the dispute.
8.5 Any dispute arising in connection with the State Agreement will be resolved in accordance with the dispute resolution provisions in the State Agreement.
9. Termination
9.1 This Agreement may be terminated immediately by either party giving written notice to the other party.
9.2 Termination of this Agreement will not affect:
(a) any rights or obligations accrued up to and including the date of termination; or
(b) the operation of the State Agreement.
9.3 If this Agreement is terminated by VicRoads other than for Your breach, VicRoads will pay any Incentive Payment on a pro rata basis according to the number of days elapsed in the quarter.
9.4 This Agreement will terminate automatically and immediately if the State Agreement is terminated for any reason.
9.5 Clauses 4.3 (Overpayments), 4.4 (Repayment), 5 (GST), and 7 (Liability and indemnity) will survive termination of this Agreement.
Baseline Sales means a baseline set by VicRoads which factors in relevant matters including (but not limited to), natural growth and the number of Black Slimline Plates sold during the corresponding calendar quarter in the 2022-3 financial year.
Expiry Date means 30 June 2024.
GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Incentive Payment has the meaning given in clause 3.1.
Letter Agreement means the agreement incorporating these terms and conditions signed between VicRoads and You by which You elect to participate in the Incentive Program.
Overpayment has the meaning given in clause 4.2.
Recipient Created Tax Invoice (RCTI) means a tax invoice from You as a supplier of services that is issued by VicRoads to You.
Sales means your sales of the Black Slimline Plates.
Term means the term of the Incentive Program, as set out in clause 1.1.
VicRoads means through CP Services Victoria Pty Ltd (ABN 16 657 005 439) as trustee for the Victorian CP Services Trust (ABN 72 128 511 730) (the CP Operator). VicRoads Contact is the contact detail set out in the Letter Agreement.
You means franchise car dealerships which elect to participate in the Incentive Program by executing a Letter Agreement (including these terms and conditions) with VicRoads. Dealer Representative is the contact detail set out in the Letter Agreement.
Capitalised terms used but not defined in these this Agreement have the meanings given to them in the State Agreement.
11. General
11.1 (Notice) Any notice, consent or request under this Agreement is made if emailed to the Dealer Representative or VicRoads Contact (respectively) at their email address specified in the Letter. If it is received on a day that is not a Business Day, or after 5pm on a Business Day, it is deemed to be received at the start of the next Business Day.
11.2 (Change of control) You must notify VicRoads if You acquire or are acquired by a business that is also a participant in the Incentive Program.
11.3 (Variation) VicRoads may vary this Agreement at any time by giving You 30 days’ written notice of the variation.
11.4 (Governing Law) This Agreement will be governed by the laws applicable in Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.