Terms & Conditions
By requesting, registering or using Allied Background Checks, you agree to the following:
- have read and understood these terms and conditions; and
- will be bound by, and will abide by, these terms and conditions.
If you do not wish to be bound by these terms and conditions, please do not request, register nor use Allied Background Checks.
For the purpose of accessing any services including but not limited to AUSTRALIAN NATIONAL POLICE CHECK, AUSTRALIAN WORK RIGHTS CHECK, NEW ZEALAND MINISTRY OF JUSTICE CHECK, ACADEMIC QUALIFICATION, DRIVER/LICENCE CHECKS – NZ & AU (Excluding NSW), EMPLOYMENT HISTORY, AU CREDIT CHECK, AU BANKRUPTCY CHECK, INTERNATIONAL POLICE CHECK, FINANCIAL REGULATORY, GLOBAL SANCTIONS AND WATCHLISTS, AUSTRALIAN FEDERAL POLICE CHECK, IDENTIFICATION VERIFICATION, Allied Risk partners with Risk Solutions Australia Pty Ltd. Please refer to Risk Solutions Australia’s terms and conditions for details relating to the provision of these services. Full terms and conditions will be provided upon registration with Allied Background Checks and Risk Solutions Australia.
In these terms and conditions, unless the contrary intention appears:
Business Day are days within the week that are referred as working days, any day except weekends and public holidays.
Business Hours means the hours of operation (also known as working hours) which is between 9.00am to 5.00pm on business days.
Claim means a claim, demand or proceeding arising out of a cause of action, including breach of contract, tort (including negligence) and any other common law, equitable or statutory cause of action.
Commencement Date means the date that Allied Risk Solutions notifies the Customer’s acceptance of the request submitted through the website or other manner accepted by Allied Risk Solutions (notifications are sent/received by email, by onscreen confirmation of acceptance or otherwise).
Confidential Information of a Disclosing Party means:
- all information that are secured regardless of its form, and whether the Receiving Party becomes aware of it before or after the date of these terms and conditions, and these are :
- information that is by its nature confidential;
- information that is designated by the Disclosing Party as confidential; and
iii. information the Receiving Party knows, or ought to know, is confidential;
- all notes and other records prepared by the Receiving Party based on incorporating information referred in paragraph (a); and
- all copies of the information, notes and other records referred to in paragraphs (a) and (b), but excludes information that:
- the Receiving Party creates (whether alone or with a third person) independently of the Disclosing Party; or
- is considered as public knowledge (otherwise, any act that is considered as as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).
Customer Data means data and information relating to the Customer and its operations, facilities, personnel, assets, products, sales and transactions.
Customer’s Request means the submitted application form, request to provide Services, or similar application or request completed or submitted by the Customer.
Damages means all liabilities, losses, damages, costs and expenses (including all legal costs determined on a solicitor and own client basis) whether incurred or awarded against a party, disbursements, costs of investigation, litigation, settlement and judgment, and interest, fines and penalties, regardless of the Claim under which they arise.
Disclosing Party means a person or group who discloses or makes available Confidential Information to a Receiving Party.
External Factors has the meaning given in clause 2.3(b).
Fees means the amount to be paid by the Customer to Allied Risk Solutions at or about the time that the Customer submits a Customer’s Request for Services.
Force Majeure means:
- act of God, lightning, storm, flood, fire, earthquake, explosion cyclone, tidal wave, landslide or adverse
- act of public enemy, war (declared or undeclared), act of terrorism, sabotage, blockade, revolution, riot,
insurrection, civil commotion or epidemic;
- the effect of any applicable laws, orders, rules or regulations of any government or other competent authority;
- embargo, power or water shortage or lack of transportation;
- any External Factors; or
- any other event beyond the reasonable control of a party.
Governmental Agency means any governmental, semi-governmental or judicial entity or authority.
Harmful Code means any program that might harm or corrupts files or the system, such as virus, worm, trojan horse, trapdoor, software switch, time bomb, slicing routine, corruptive code, logic bomb, disabling code, disabling routine or expiration dates these words are generally understood within the technology industry and any equivalent or similar corruptive mechanism.
Intellectual Property Rights means the current and future registered and unregistered rights comprised in:
- any patents, patentable invention, discoveries, copyright, rights in circuit layouts, designs, registered
designs, trade and service marks, trade names and any right to have confidential information kept confidential;
- computer program material (including software, computer object code, computer source code, user manuals, tables, charts, flow charts, programming manuals, algorithms, formulas, diagrams, plans, drawing techniques, data, data structures, logical ideas, concepts and processes);
- any application or right to apply for registration of any of the rights referred to in paragraph (a); and
- all rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist anywhere in the world (including Australia).
- the common law and equity;
- any statute, regulation, by-law, ordinance or subordinate legislation (including the Privacy Laws); or
- any licence, permit, authorisation, accreditation, code of practice, code of conduct, order, direction or other requirement which is enforceable against the Customer or Allied Risk Solutions (as the case may be) or which is issued under an instrument referred to in paragraph (b), and includes any amendment, change, update or replacement to any of them that may be implemented or take effect during the term of this terms and conditions.
Allied Risk Solutions Pre-Existing IPR means any Intellectual Property Rights owned and created by Allied Risk Solutions prior to the Commencement Date (together with any improvements, modifications and enhancements made to those rights during the term of terms and conditions).
Allied Risk Solutions Systems means all hardwares, softwares, materials and resources used by (or on behalf of) Allied Risk Solutions to provide the Services (this includes the Web Tools).
Personal Information means any information or opinion about a person (whether true or not), including ‘personal information’ as that term is defined in the Privacy Act, which either party collects or has access to, stores or discloses, or otherwise handles, in the course of performing, or receiving the benefit of the Services.
Personnel means officers, employees, agents and contractors, including representatives.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means:
- the Privacy Act, the Health Records Act 2001 (Vic), the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth);
- all codes, guidelines, service standards and procedures issued by a Governmental Authority; and
- all other laws, rules and regulation in any relevant jurisdiction (including Australia),
to the extent they relate to the privacy, protection, use or disclosure of Personal Information or data.
Receiving Party means a person or group who obtains Confidential Information of the other party to these terms and conditions.
Services means the services provided by Allied Risk Solutions to Customers under these terms and conditions.
Website means the online access or address provided by Allied Risk Solutions which is alliedbackgroundchecks.com.au (or any successor website as notified to the Customer from time to time) for easier access to customer’s request.
Web Tools means any software, interface or other tools made available to the Customer by Allied Risk Solutions to enable the Customer to receive the benefit of the Services.
In these terms and conditions, unless the contrary intention appears:
- headings are for ease of reference only and do not affect the meaning of these terms and conditions;
- the singular includes the plural and vice versa and words importing a gender include other genders;
- other grammatical forms of defined words or expressions have corresponding meanings;
- a reference to a clause, paragraph, schedule or attachment is a reference to these terms and conditions and a reference to these terms and conditions includes any schedules and attachments;
- a reference to a document or agreement, including these terms and conditions, includes a reference to that document or agreement as novated, altered or replaced from time to time;
- a reference to a party includes its executors, administrators, successors and permitted assigns;
- the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
- any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
- words and expressions importing persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and
- a reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time.
2.1 Performance of Services
Allied Risk Solutions will:
- provide the Services; and
- permit the Customer to access and use the Web Tools for the purposes of receiving the benefit of the Services.
starts from the date that Customer pays the Fees and payment was received.
2.2 Access to the Web Tools
The Customer must:
- at its cost, provide appropriate access devices, software, operating conditions, cabling, telephone lines, modems and internet connections required for it to access the Web Tools and otherwise receive the benefit of the Services;
- ensure that no unauthorised use is made of the Web Tools;
- comply with all of Allied Risk Solutions operating and security requirements and procedures relating to:
- access to the Web Tools; and
- the use of the Services, (including in respect of passwords and other security information) as displayed on the Website or otherwise notified to the Customer from time to time.
- other than as expressly permitted under these terms and conditions, not obtain (nor attempt to obtain) any access to, or interfere with:
- any programs or data of Allied Risk Solutions or any other client of Allied Risk Solutionss; or
- any part of the Allied Risk Solutions Systems, hardware, software or networks.
- not introduce any Harmful Code into the Allied Risk Solutions Systems.
If the Customer becomes aware of or suspects that a breach of any of the obligations set out in this clause 2.2 has occurred, the Customer must promptly notify Allied Risk Solutions, in which case Allied Risk Solutions may take such action as it considers appropriate (which may include changing the Customer’s passwords and other security information).
2.3 No Guarantee of continuity of Services
- Despite anything else in these terms and conditions, Allied Risk Solutions does not undertake, warrant or guarantee that the Services (including access to the Web Tools or other Allied Risk Solutions Systems) will be uninterrupted, continuous or error or defect free.
- The Customer acknowledges and agrees that its use of the Services is dependent on, and affected by, a number of environmental and other factors outside of the reasonable control of Allied Risk Solutions (‘External Factors’). To the maximum extent permitted by law Allied Risk Solutions (its directors, employees and agents) will have no liability whatsoever relating to any failure of, or interruption in the performance of, the Services resulting from any External Factors. In the event of failure of the Services, Allied Risk Solutions will use reasonable commercial endeavours to restore the Services to an operational state with the minimum practicable delay.
- The Customer acknowledges that, from time to time Allied Risk Solutions will conduct routine and other maintenance on the Website and the Allied Risk Solutions Systems.
- The Customer acknowledges and agrees that Allied Risk Solutions may suspend the Services (including the Customer’s access to the Web Tools) if:
- Allied Risk Solutions is required to do so by any Governmental Agency; or
- the Customer breaches any provision of these terms and conditions.
3.1 Licenses and Compliance
The Customer must:
- comply with all applicable Laws and industry codes and practices;
- comply with Allied Risk Solutions directions, policies and procedures relating to the use of the Allied Risk Systems and the Service including, but not limited to:
- any applicable Law (including the Privacy Laws), industry code or practice; or
- any other rules or guidelines posted on the Website or otherwise notified to the Customer by Allied Risk Solutions from time to time;
- not act in any way that may have a detrimental effect on the goodwill or good standing of Allied Risk Solutions;
- not act in a way that may expose Allied Risk Solutions to the risk of any legal or administrative action including prosecution under any Laws; or
- not act in a way that will interfere with or disrupt Allied Risk Solutions’ business.
3.2 Responsibility for Usage of Services
- a) The Customer is solely responsible for all lodgements of their Request under their unique username and password (whether on its own or on behalf of a third party).
- b) The Customer acknowledges and agrees that, notwithstanding paragraph (a), Allied Risk Solutions may, in their absolute discretion, monitor the Customer Requests being lodged by or on behalf of the Customer using the Services.
- c) The Customer must bear all costs arising out of any complaints made in connection with the Customer Requests lodged (including complaints made by any Governmental Agency).
3.3 Volumes and forecasting
The Customer must:
- update or respond upon request by Allied Risk Solutions from time to time, provide Allied Risk Solutions with volume forecasts for the use of the Services and such other information that Allied Risk Solutions may reasonably request concerning the Customer’s use of the Services; and
- provide Allied Risk Solutions with revised volume forecasts for its use of the Services if the Customer anticipates, from time to time, that there is likely to be a significant increase or decrease in its use of the Services.
Allied Risk Solutions Fees may vary from time to time, in its absolute discretion, with respect to the Services by updating the Website. The Customer acknowledges that it is responsible for checking and confirming that it accepts the relevant Fees for the service at the time of submission of the Customer Requests.
4.1 Basis for charging
The Customer agrees that:
- each time the Customer lodges a Request the Customer will be charged with Fees (which may be varied from time to time in accordance with clause 4 by Allied Risk Solutions );
- when a Customer’s Request is received from a Customer the Fees will be charged to the Customer as soon as the Request is entered into the Allied Risk Solutions’ Systems and regardless of whether or not the Customer’s Request has been checked for accuracy or completeness; and
- the Fees will be set by us and as varied under clause 4.
The Fees must be paid by the customer to Allied Risk Solutions in clear funds in order for the Customer to use the Services. Allied Risk Solutions is under no obligation to provide the Services if the Customer has not paid the Fees to Allied Risk Solutions.
4.2 Allied Risk Solutions rights not to proceed with a Customer’s Request
Allied Risk Solutions may in its sole discretion choose to withdraw and not proceed with completion of a Customer Request if:
∙ Customer’s credit card payment is not processed in the first run whether or not due to card entry errors (including an incorrect or expired card expiry date) made by Customer;
∙ Customers card has insufficient funds or the credit limit is insufficient to cover the total Fee;
∙ Customer does not pay the amount into a bank account nominated by Allied Risk Solutions within two business days; or
∙ Allied Risk Solutions is unable to contact Customer for any reason.
If Customer fails to comply with any of these terms and conditions, any money which Customer paid to Allied Risk Solutions on account of any Customer Request may be forfeited to Allied Risk Solutions. Allied Risk Solutions may also take legal action against Customer to recover the balance of the Fees and any other amounts owing to it under these terms and conditions.
4.3 Incomplete Customer Requests
The Customer must complete all Customer Requests within three months after the Commencement Date. If for whatever reason the Customer fails to complete a Customer Request within this time (including, without limitation, where Allied Risk Solutions has requested further information and the Customer has failed to respond), Allied Risk Solutions may in its absolute discretion cancel or archive the Customer’s Request and any money which the Customer has paid to Allied Risk Solutions on account to that Customer Request will be forfeited to Allied Risk Solutions and Allied Risk Solutions is released from all Claims and any obligations to provide the Services in connection with that Customer Request.
5.1 Defined terms
In this clause 6, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
5.2 GST inclusive amounts
For the purposes of these terms and conditions, where the expression GST inclusive is used in relation to an amount payable or other consideration to be provided for a supply under these terms and conditions, the amount or consideration will not be increased on account of any GST payable on that supply.
5.3 Consideration GST exclusive
Any consideration to be paid or provided for a supply made under or in connection with these terms and conditions, unless specifically described in these terms and conditions as GST inclusive, does not include an amount on account of GST.
5.4 Gross up of consideration
Despite any other provision in these terms and conditions, if a party (Supplier) makes a supply under or in connection with these terms and conditions on which GST is imposed (not being able to supply the consideration for which is specifically described in these terms and conditions as GST inclusive):
- the consideration payable or to be provided for that supply under these terms and conditions but for the application of this clause (GST exclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GST payable by the Supplier on that supply; and
- the amount by which the GST exclusive consideration is increased must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
5.5 Reimbursement (net down)
If a payment to a party under these terms and conditions is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.
Except as otherwise specified in these terms and conditions, the Fees and any other fees and charges payable by the Customer under these terms and conditions are exclusive of all taxes, duties and charges imposed or levied in Australia or overseas in connection with these terms and conditions or the Services, which are the responsibility of the Customer. Without limiting the foregoing, the Customer is solely responsible for any taxes, duties or charges imposed subsequent to the Commencement Date in respect of these terms and conditions.
6.1 Allied Risk Solutions Intellectual Property Rights
Customer acknowledges that, unless and to the extent stipulated to the contrary in these terms and conditions, Allied Risk Solutions remains the sole owner and retain all Intellectual Property Rights with respect to the Services, including specifically all Intellectual Property Rights in and to:
- the Website and the Allied Risk Solutions Systems;
- all Allied Risk Solutions Pre-Existing IPR; and
- all documentation, know-how, methodologies, equipment, systems, processes and other materials supplied or made available to the Customer under or in connection with these terms and conditions, and nothing in these terms and conditions transfers or assigns to the Customer any of those rights.
7.1 Exclusion of warranties
- Allied Risk Solutions excludes all express and (to the maximum extent permitted by law) implied conditions, warranties and liabilities, except for any liability or implied condition or warranty the exclusion or limitation of which would contravene any applicable statute or cause any part of this clause to be void (Non-excludable Condition).
- To the maximum extent permitted by law, Allied Risk Solutions’ liability to the Customer for breach of any Non-excludable Condition is limited, at Allied Risk Solutions’ option, to:
- in the case of goods, repair or replacement of the goods or payment of the cost of the repair or replacement; and
- in the case of services, resupply of the services or payment of the cost of the resupply.
7.2 Exclusion of liability
Despite any other provision of these terms and conditions, Allied Risk Solutions excludes all liability:
- in relation to Customer’s Requests (or related data or information) transmitted by the Customer using the Services (including any liability to third parties arising as a result of the transmission of any Customer Requests (or related data or information));
- for loss of revenue, goodwill, customers, capital, downtime costs, loss of profit, loss or damage of reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, the cost of procuring any substitute services, or any indirect,
consequential or special loss, damage, cost or expense or other Claims for consequential compensation, incurred by or awarded against the Customer under or in any way connected with these terms and conditions or the provision of the Services;
- in relation to any condition, warranty, right or liability which would otherwise be implied in these terms and conditions or protected by law;
- in relation to the security and operation of the Services, to the extent that they may be dependent on matters beyond the control of Allied Risk Solutions
7.3 Liability cap
Despite any other provision of these terms and conditions, Allied Risk Solutions total aggregate liability for any and all Damages suffered or incurred by the Customer under or in any way connected with these terms and conditions or the provision of the Services is limited to an amount equal to the Fees paid by the Customer to Allied Risk Solutions under these terms and conditions.
8.1 Termination by the Customer for convenience
The Customer may terminate these terms and conditions at any time for convenience by giving Allied Risk Solutions five business days’ notice in writing to that effect.
8.2 Termination by Allied Risk Solutions for cause
Allied Risk Solutions may terminate these terms and conditions immediately by notice to the Customer if:
- the Customer commits any breach of these terms and conditions that is:
- capable of remedy and the Customer fails to remedy the breach within 2 business days after receiving written notice requiring it to do so; or
- incapable of remedy;
- the Customer ceases to be able to pay its debts as they become due;
- any step is taken by a mortgage to take possession or dispose of the whole or part of the Customer’s assets, operations or business;
- any step is taken to enter into any arrangement between the Customer and its creditors;
- any step is taken to appoint a receiver, a manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of the Customer’s assets, operations or business;
- the Customer disposes of the whole or part of its assets, operations or business other than in the ordinary
course of business;
- the Customer ceases to carry on business; or
- where the Customer is a partnership, any step is taken to dissolve that partnership.
8.3 Access to Website may be terminated
Access to the Website may be terminated at any time by us without notice. Any provisions of these terms and conditions that can survive termination will nevertheless survive any such termination.
8.4 Consequences of termination
On expiry or termination of these terms and conditions for any reason:
- the Customer must:
- promptly return or delete all materials, information and documentation provided to it by Allied Risk Solutions in connection with these terms and conditions;
- refrain from accessing or using any Allied Risk Solutions Systems (including the Web Tools), and ensure that none of its Personnel access or use any of the Allied Risk Solutions Systems; and
- Allied Risk Solutions may:
- retain any Fees that have been paid to it;
- terminate all means or modes of access and use of the Allied Risk Solutions Systems by the Customer and its Personnel; and
iii. be regarded as discharged from any further obligations under these terms and conditions.
Despite anything else in these terms and conditions, the Customer acknowledges and agrees that Allied Risk Solutions may keep a reasonable number of copies of:
- the Customer’s Confidential Information disclosed to Allied Risk Solutions under these terms and conditions; and
- the Customer Data, for record keeping and quality control purposes, to allow Allied Risk Solutions to comply with
all applicable Laws.
8.5 Accrued rights and remedies
Termination of these terms and conditions will not prejudice any right of action or remedy which may have accrued to either party prior to such termination.
8.6 Withdrawal or Suspension
Notwithstanding any other provision in these terms and conditions, Allied Risk Solutions reserves its right to withdraw or suspend any Services for any reason that Allied Risk Solutions deems appropriate. Allied Risk Solutions may, at its absolute discretion and without giving any reason, refuse to provide Services to a Customer or any person or persons.
9.1 Service of notices
Except as otherwise provided under these terms and conditions, a notice, demand, consent, approval or communication under these terms and conditions (Notice) must be:
- in writing, in English and signed by a person duly authorised by the sender; and
- hand delivered or sent by prepaid post or facsimile or email to:
- in relation to the Customer, the Customer’s address for Notices the specified in the Customer Request; and
9.2 Effective on receipt
A Notice given in accordance with this clause takes effect when taken to be received (or at a later time specified in it), and is received:
- if hand delivered, on delivery;
- if sent by email, two hours after the time that the email is sent (unless the sender receives notification
during that time that delivery of the email was not successful);
- if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia); or
- if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received in the entire Notice,
but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.
Allied Risk Solutions reserves the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon uploading on the Website. The Customer’s continued use of the Website (or submission of any Customer Requests) following such uploading will represent an agreement by Customer to be bound by these terms and conditions as amended. The Customer agrees that it is responsible for checking the Website and reviewing the latest version of these terms and conditions to ensure that it is satisfied with the terms and conditions as applicable at any given time, before submitting Customer Requests which will be subject to the applicable terms and conditions at that time.
10.2 Approvals and consents
Except where these terms and conditions expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under these terms and conditions.
The Customer may only assign its rights under these terms and conditions with the prior written consent of Allied Risk Solutions.
10.4 Force Majeure
Neither party is liable for any failure to perform or delay in performing its obligations under these terms and conditions if that failure or delay is due to anything beyond that party’s reasonable control. This clause does not apply to any obligation to pay money. The deadline for any obligation that is affected by the Force Majeure will be extended by a period equivalent to the period for which the Force Majeure has prevented that obligation being performed.
10.5 Further action
Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to these terms and conditions and any transaction contemplated by it.
Any indemnity or any obligation of confidence under these terms and conditions is independent and survives termination of these terms and conditions. Any other term by its nature intended to survive termination of these terms and conditions survives termination of these terms and conditions, including clauses 8 and 9.
Each clause of these terms and conditions and each part of each clause must be read as a separate and severable provision. If any provision is found to be void or unenforceable, that provision may be severed and the remainder of these terms and conditions will continue in force.
A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. If we waive any rights available to us under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
Except where these terms and conditions expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.
10.10 Governing law and jurisdiction
These terms and conditions is governed by the laws of South Australia, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia, Australia.
The Website may contain links to other websites (linked websites). Those links are provided for convenience only and may not remain current or maintained.
Allied Risk Solutions is not responsible for the content or privacy practices associated with linked websites.
The links with linked websites should not be construed as an endorsement, approval or recommendation by AlliedRisk Solutions 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.