ACCC Undertaking

Summary of commitments: s87B Undertaking to the ACCC

The purpose of this page is to assist Customers by providing a plain English summary of Armaguard’s obligations under the s 87B Undertaking to the ACCC. Please click here to access the ACCC’s s87B register.  All capitalised and italicised terms on this page have the same meaning as the terms as defined in the Undertaking and are also reproduced in Schedule 1. Please click here for access to the complete Undertaking, as it appears on Armaguard’s website or, to reach out to our Armaguard Customer Service Centre with any questions.

Link to: Armaguard Dispute Resolution Process 

Link to: Armaguard Complaint Handling Policy 

Link to: Armaguard s87B Undertaking 

Any request by Third Party CIT Providers for the separate registers of duplicative ACCs, personnel or Surplus Equipment should be made using the following emails:

This Approved Dispute Resolution Process is intended to resolve disputes between Linfox Armaguard Pty Ltd (ACN 099 701 872) (Armaguard) and a Customer. This Dispute Resolution has been prepared by Penelope Neskovcin KC as the Approved Independent Expert and has been finalised pursuant to ACCC-approval. All capitalised terms in this document have the same meaning as the terms as defined in the Undertaking and are also reproduced in section 5 of this Approved Dispute Resolution Process.

The notice details for the Approved Independent Expert are as follows:

Mr Charles Scerri KC

Contact number: +61 413 33 895

Email: charles.scerri@gmail.com 

Plain English summary of Armaguard’s obligations under the s 87B Undertaking to the ACCC

 

# 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.

 

Schedule 1 – Definitions in the Undertaking

 

ACC or Approved Cash Centre means any centre approved as such by the RBA.

ACCC means the Australian Competition and Consumer Commission.

ACCO means Approved Cash Centre Operator as approved by the RBA.

Act means the Competition and Consumer Act 2010 (Cth).

Ancillary Services has the meaning given in clause 5.23.

Applicant or Applicants means Linfox Armaguard Pty Ltd (ACN 099 701 872) and Prosegur Australia Holdings Pty Ltd (ACN 166 656 739).

Approved Independent Auditor means the person approved by the ACCC and appointed under clause 8 of this Undertaking.

Approved Dispute Resolution Process means the ACCC-approved Dispute Resolution Process as drafted by the Approved Independent Expert and outlining the Approved

Independent Expert’s process for resolving disputes between MergeCo and a Customer.

 

Approved Independent Expert means the person approved by the ACCC and appointed under clause 7 of this Undertaking.

Armaguard Cash Services Agreement means the standard form agreement pursuant to which Armaguard supplies CIT Services to Customers.

ATM means an automatic teller machine.

ATM Specific Services has the meaning given in clause 5.18 of this Undertaking.

Business Day means a day other than a Saturday or Sunday on which banks are open for business generally in the New South Wales.

Cash Processing Services has the meaning given in clause 5.21.

CIT Services means services for the transportation, storage and processing of cash by MergeCo for Customers including:

  1. cash collection and delivery services;
  2. Cash Processing Services and Ancillary Services (being the Third Party Cash Services as set out in clause 5.20);
  3. cash administration services;
  4. cash storage; and
  5. ATM Specific Services,

but does not include the supply of precious cargo services, security services, the supply of vending and safe products, transaction services, payment solutions, financing facilities such as bailment and commercial cash arrangements, or other ATM maintenance services.

Closure means the point at which an Approved Cash Centre permanently ceases to operate.

Commencement Date means the date described in clause 3.1 of this Undertaking.

Compliance Officer means the person referred to in clause 16 of this Undertaking.

Complaints Handling Process means the process referred to in clause 5.27 – 5.31 of this Undertaking (as set out in Annexure D to this Undertaking).

Confidential Information means information provided by a Customer to MergeCo in

relation to the business of that Customer which is:

  1. by its nature confidential, including but not limited to information about that Customer’s;
  2. designated to be confidential by the Customer who supplied it; or
  3. known, or ought reasonably to be known, by MergeCo to be confidential or commercially valuable.

Contracted Customers means an Existing Customer of the Applicants or MergeCo who is not an Uncontracted Customer.

Contracted Price means the Price that contracted customers pay for CIT Services pursuant to a written contract agreed to by the customer and either MergeCo or an Applicant.

Control Date means the date on which the Proposed Merger is completed.

CPI means the percentage change in the value of the CPI All Groups Consumer Price Index, Weighted Average of Eight Capital Cities index number published by the

Australian Bureau of Statistics or an index that replaces it for the most recent quarter compared with the index number for the same quarter twelve months prior (as revised).

Customers means Existing Customers and New Customers.

Existing Arrangements means the standards of service set out in a written contract or contracts for the supply of CIT Services between an Existing Customer and either Applicant (as varied by agreement) in effect at the Commencement of this Undertaking. For example, frequency of cash collections and security procedures.

Existing Customers means a person that obtains CIT Services from MergeCo and includes Contracted Customers and Uncontracted Customers, but excludes its Internal Customer.

Independent ATM Deployer means an entity, which is an Existing Customer or a New Customer, that operates a standalone ATM network.

Internal Customer is the business division within MergeCo that operates an ATM network and charge a fee on transactions that occur on ATMs which are part of its

network.

Major Banks means the Commonwealth Bank of Australia, Australia and New Zealand Banking Group Limited, National Australia Bank and Westpac Banking Corporation.

Major Bank Note Pools means the Wholesale Cash owned by the Major Banks but located at, and managed by, ACCOs.

MergeCo means the entity referred to in clause 1.1 of this Undertaking.

New Customer means a person that does not currently obtain CIT Services from MergeCo or either Applicant.

Open Book Pricing means pricing that is based on an activity based cost build up referable to the scope and nature of the CIT Service, comprising only direct costs, reasonable indirect costs (including an allocation for reasonable overheads) and a pre-tax margin of no greater than 10% (Inputs), which Inputs shall be disclosed to the New Customer on a confidential basis.

Price means the individual charges in a schedule of charges MergeCo or an Applicant levies on Customers for the supply of CIT Services.

Proposed Merger is defined in clause 2.4 of this Undertaking.

Prosegur Master Services Agreement means the standard form agreement pursuant to which Prosegur supplies CIT Services to Customers.

RBA means the Reserve Bank of Australia.

Surplus Equipment includes any firearms or Cencon locks that are no longer required by MergeCo.

Term has the meaning given in clause 3.2.

Third Party Cash Services means the supply by MergeCo to Third Party CIT Providers of Cash Processing Services and Ancillary Services.

Third Party CIT Provider means a person other than MergeCo, Armaguard or Prosegur which supplies, or intends to supply, CIT Services.

Uncontracted Customers means a New Customer or an Existing Customer who either:

  1. acquire services from MergeCo other than pursuant to a written contract agreed to by the customer and MergeCo prior to the Commencement Date; or
  2. is an Existing Customer whose written contract with MergeCo ends prior to the Commencement Date.

Undertaking is a reference to all provisions of this document, including its schedules and as varied from time to time under section 87B of the Act.

Wholesale Cash means the banknotes owned by the RBA and held in Major Bank Note Pools.