ACCC Undertaking

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Clause reference

Commitment

Summary

1. 

3.2

Term

The Undertaking commenced on 13 June and will operate for 3 years from the Control Date (which is anticipated to be 1 September 2023).

Price

2. 

5.1

Existing Customers

Existing Customers must continue to receive their current Contracted Price.

3. 

5.2

Existing Customers

If an Existing Customer's contract ends during the 3-year Term of the Undertaking, Armaguard must continue to supply CIT Services to the customer at the same Price as the Price that applied at the end of the previous contract.  However, that Price can be escalated by up to CPI + 7.5% annually.

4. 

5.3

New Customers

Armaguard must offer Open Book Pricing to any New Customer (or any Existing Customer who seeks CIT Services which cannot be provided pursuant to their Existing Arrangements with Armaguard) who requests it in writing. Those Prices can escalate by no more than CPI + 7.5% annually.

Non-price terms

5. 

5.4

Existing Customers

Armaguard must continue to supply CIT Services to Existing Customers in accordance with their Existing Arrangements. The Price of those CIT Services must be determined in accordance with clause 5.1 and 5.2, summarised above.

6. 

5.5

Existing Customers

If an Existing Customer's contract ends during the 3-year Term of the Undertaking, Armaguard must offer to continue to supply CIT Services to the customer for the remainder of the duration of the Undertaking in accordance with their Existing Arrangements. Price shall be set in accordance with clause 5.2, summarised above.

7. 

5.6

Existing Customers

Existing Customers who seek CIT Services which cannot be provided pursuant to their Existing Arrangements must be offered, for the duration of the Undertaking, non-price terms and conditions that are no less favourable than:

• the standard Armaguard Cash Services Agreement (see Annexure B of the Undertaking); or
• only for Third Party Cash Services, the Standard Third Party Access Agreement (see Annexure C of the Undertaking). 

The Price of those CIT Services (including Third Party Cash Services) must be determined by the Open Book Pricing method and may escalate by no more than CPI + 7.5% annually.

8. 

5.7

New Customers

New Customers must be offered non-price terms and conditions no less favourable than the terms and conditions of the standard Armaguard Cash Services Agreement (see Annexure B of the Undertaking). The Price of those CIT Services must be determined by the Open Book Pricing method and may escalate by no more than CPI + 7.5% annually.

Standard terms

9. 

5.8

Standard terms

Armaguard must not unilaterally terminate or amend the terms of Existing Arrangements with Customers who are party to a standard Armaguard Cash Services Agreement (see Annexure B of the Undertaking) or a standard Prosegur Master Services Agreement.

Geographic coverage

10. 

5.9

Geographic coverage

Armaguard must continue to offer CIT Services to Customers in all postcodes currently serviced by Armaguard / Prosegur (as listed at Annexure A of the Undertaking). 

• On written request from a Customer, Armaguard must make an offer to serve the Customer at a location not currently identified in Annexure A, which is reasonably capable of being serviced.
• The price for such a request will be calculated in accordance with the terms of the Customer’s contract or if there is no such price, subject to Open Book Pricing.

Core third party commitments

11. 

5.10 – 5.11

Register of surplus sites for ACCs

Armaguard must:

• establish a register where it will list any sites of duplicative ACCs that it intends to close (3 months before the planned Closure) and the contact details of the relevant landlord (subject to the landlord's consent); and  
• use its best endeavours to obtain the landlord's consent to list the contact details.

A copy of the register must be available to a Third Party CIT Provider within 5 Business Days of their request.

12. 

5.12 – 5.15

Register of personnel

Armaguard must:

• establish a register of personnel, formerly employed by Armaguard or Prosegur, including their contact details and a description of their former role, which is to be updated on a monthly basis;
• use its best endeavours to obtain the consent of the personnel to list their contact details on the register;
• release the relevant personnel from any non-compete or similar restraint of trade obligations (to the extent that such obligations would prevent the person performing their role in the CIT industry).

A copy of the register must be available to a Third Party CIT Provider within 5 Business Days of their request.

13. 

5.16

Register of Surplus Equipment

Armaguard must:

• establish a register of Surplus Equipment (which is limited to any firearms or Cencon locks that are no longer required by Armaguard);
• make any Surplus Equipment available for purchase by a Third Party CIT Provider. 

A copy of the register must be available to a Third Party CIT Provider within 5 Business Days of their request.

Specific Independent ATM Deployers

14. 

5.17 – 5.19

Independent ATM Deployers

Armaguard must:

• provide ATM Specific Services to any Independent ATM Deployer subject to the provisions of the Undertaking. The Price and non-price terms for the ATM Specific Services are determined in accordance with clauses 5.1 to 5.7, above;
• supply the ATM Specific Services to (a) an Independent ATM Deployer; and (b) the Internal Customer, in a manner that does not unreasonably discriminate in favour of the Internal Customer.

15. 

5.20 – 5.23

Third Party Access to Approved Cash Centres

Armaguard must supply Cash Processing Services (as defined in clause 5.21 – 5.22) and Ancillary Services (as defined in clause 5.23) to Third Party CIT Providers at its ACCs across Australia (Third Party Cash Services).

16. 

5.24

Armaguard must supply the Third Party Cash Services on terms no less favourable than the standard terms and conditions for Third Party CIT Providers (see Annexure C of the Undertaking).

17. 

5.25

Armaguard may only impose conditions that the Third Party CIT Providers:

• comply with all reasonable policies and procedures including as to safety and security which may include a time based slot booking system; and
• be subject to a reasonable risk assessment and audit by Armaguard prior to the Third Party Cash Services being provided.

Wholesale Cash collection and delivery

18. 

5.26

Wholesale Cash collection and delivery

Armaguard must continue to facilitate arrangements by the Major Banks regarding the transportation of Wholesale Cash between Major Bank Note Pools by Third Party CIT Providers.

Processes: Complaints handling and independent dispute resolution

19. 

5.27 – 5.31

Complaints Handling Process

Armaguard has a Complaints Handling Process available on its website (available HERE) which enables Customers to make complaints if it does not act in accordance with the Undertaking. Armaguard must: 

• provide Customers who seek to make a complaint with details of the Approved Independent Auditor;
• provide a copy of all complaints to the Approved Independent Auditor within 5 Business Days of receiving the complaint.

20. 

6.1 – 6.3

Approved Dispute Resolution Process

Armaguard must comply with the Approved Dispute Resolution Process, the details of which are set out in clauses 6.1 – 6.3.

21. 

6.4

The Undertaking does not prevent an Existing Customer or a New Customer agreeing that Armaguard may supply it with CIT Services on terms and conditions agreed as a result of negotiation.

22. 

7.1 – 7.20

Obligations and procedural matters

Armaguard must appoint and maintain an Approved Independent Expert for the 3-year Term of the Undertaking to resolve disputes between itself and a Customer using the Approved Dispute Resolution Process. In determining a dispute:

• the Approved Independent Expert may accept, reject or vary Armaguard's proposed CIT Price and / or non-price terms and conditions for the supply of CIT Services to the Customer; and
• the Approved Independent Expert's decision is final and binding on Armaguard and Armaguard must take all steps to ensure that the Approved Independent Expert's decision is fulfilled / given effect to.  A copy of any such decisions is to be provided to Armaguard, the Existing Customer and New Customer, the Approved Independent Auditor and the ACCC.

Armaguard must publish the name and contact details of the Approved Independent Expert, and the Dispute Resolution Process, on its website. Specific details regarding the processes for nomination, appointment and obligations and powers of the Independent Expert are set out in clauses 7.3 – 7.20.

Oversight of compliance: the Independent Auditor

23. 

8.1 – 8.19

Obligation to appoint an Approved Independent Auditor

Armaguard must appoint and maintain an Approved Independent Auditor to audit and report on Armaguard's compliance with the Undertaking. 

Specific details regarding the processes for nomination, appointment and obligations and powers of the Independent Auditor are set out in clauses 8.2 – 8.19.

Costs 

24. 

15.1

Costs

Armaguard must pay all of its own costs incurred in relation to the Undertaking.

Confidentiality and ring-fencing 

25. 

16.1

Confidentiality and ring-fencing

Clause 16.1 places a number of confidentiality obligations on Armaguard with regard to the provision of CIT Services:

• Armguard may only require a customer to provide Confidential Information if provision of the information is:

o   Reasonably necessary to enable Armguard to provide CIT Services;

o   Required by law or a governmental authority; or

o   Consented to by the customer.

• Armguard must not use or disclose Confidential Information for any other purpose without consent.
• Armaguard must ensure that the Confidential Information is ring- fenced, that is, only accessed by its employees who require it for a legitimate purpose in connection with the performance of their duties under the Undertaking relating to the supply of the CIT Services or resolving a complaint or dispute.

26. 

16.2

Armaguard has appointed a Compliance Officer who is responsible for monitoring Armaguard's compliance with clause 16.

27. 

16.3

Armaguard must implement an annual compliance education program for employees during the Term of the Undertaking and must ensure that this is given to new employees within 30 days of the commencement of their employment.

28. 

16.4

Armaguard must report any breaches of this confidentiality and ring-fencing commitment to the Approved Independent Auditor and the ACCC within 5 Business Days of becoming aware of the breach.

29. 

16.5

Confidentiality obligations do not apply to certain types of information, such as information in the public domain.