Agreement means this document, any Service Order, any quote or invoice issued by the Company and any other document incorporated into this document by reference.
Authorisation means any approval, agreement, certificate, authorisation, code of conduct, government policy, consent, exemption, filing, licence, notarisation, permit, registration, waiver, police or security clearance, compliance report or environmental consent by any government agency that is required under any Laws.
Business Day means a day other than a Saturday or Sunday on which banks are open for business generally in Brisbane.
Commencement Date means the commencement date specified in the Service Order.
Company means Just About Cleaning Pty Ltd.
Confidential Information means any and all information concerning a party’s business, including information marked as confidential or which the discloser treats as confidential or which the recipient becomes aware of or has access to as a result or consequence of performing the Services or which the recipient knows or ought to know is confidential, but does not include information:
which is in the public domain (other than as a result of unauthorised disclosure);
which is trivial;
which the recipient already possesses at the time of disclosure (unless the information was received through unauthorised disclosure or is subject to prior confidentiality obligations); or
which is independently developed or acquired by the recipient (except through unauthorised disclosure).
Consequential Loss means any direct or indirect loss of income, loss of revenue, loss of profit, loss of financial opportunity, loss of business, loss of contract, loss of use, loss of goodwill, loss of production, financing costs, operating costs and any other economic loss.
Customer means the customer specified in the Service Order.
Fee means the fee estimate specified in the Service Order.
Force Majeure Event means a circumstance beyond the reasonable control of a party which results in that party being unable, acting as reasonably, to observe or perform an obligation under this Agreement including an act of God, natural disaster, civil commotion, act or threat of terrorism, revolution, riot, insurrection, war declared or undeclared, national emergency, power shortage, strike, national pandemic or epidemic.
GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights includes copyright, patents, designs, trademarks, and all other proprietary rights, or any rights registered or not, whether created before or after the date of this Agreement.
Personnel means directors, officers, employees and where permitted subcontractors and their directors, officers and employees.
Premises means the premises where the services are to be provided as specified in the Service Order.
Provider means a sub-contractor engaged by the Company for the performance of the Services from time to time.
Service Dates means the dates and times the Services are to be provided as specified in the Service Order and any other date that the parties agree that the Provider is to perform the Services.
Services means the services provided by the Provider in accordance with this Agreement and specified in the Service Order.
Taxes includes any taxes, (including GST), duties or government charges arising out of or in connection with the Services or this Agreement.
Term means the term commencing from the Commencement Date until this Agreement is terminated earlier in accordance with its terms.
WHS Laws means the Work Health and Safety Act 2011 (Qld) and Work Health and Safety Regulations 2011, or any other work health and safety legislation and regulations applicable to the Services.
Interpretation
In this Agreement, unless the context requires otherwise:
the singular includes the plural and the plural includes the singular;
a person includes a body corporate;a party includes the party’s executors, administrators, successors and permitted assigns and, if the context permits, that party’s employees, contractors, agents and consultants;
money is to Australian dollars, unless otherwise stated;“Including” and similar expressions are not words of limitation; and
headings are for convenience only and do not form part of this Agreement or affect its interpretation.
Scope of Services
The Company shall provide the Services on the Services Dates to the Customer during the Term, in accordance with the terms of this Agreement.
The Company may contract the performance of the Services to the Provider at any time without the consent of the Customer and may assign, transfer or otherwise deal with its interest in this Agreement to give effect to such subcontracting.The Company shall not be liable in any respect for any delays or any failure to perform the Services on a Service Date caused or contributed to by the Customer.Throughout the Term, the Company warrants that it and the Provider:
has obtained all Authorisations required to perform the Services;
will perform the Services promptly, diligently and to a standard of skill and care of a person experienced in the provision of the type of services required by this Agreement; and
shall, at all times, comply with all WHS Laws applicable to it, and shall not be compelled to act if such an act would be reasonably likely to breach any WHS Law.
The Company may refuse to perform any Services in its sole discretion. The Company or the Provider will notify the Customer of any period during which the Services cannot be performed as soon as reasonably practicable.
Any specified commencement time on a Service Date indicated by the Company is an approximate time only and the Company reserves the right to vary any such time on a Service Date for operational convenience. The Company or the Provider shall notify the Customer as soon as reasonably practicable of any delay or postponed commencement time.
The Company reserves the right to unilaterally vary the Services at any time following the Commencement Date, or as otherwise agreed between the parties.
Payment and Fees
The Customer agrees to pay all fees to the Company in consideration for the performance of the Services in accordance with an invoice provided by the Company.
The Customer shall pay the Company all fees specified in an invoice within 5 Business Days of the date of issue. Failure by the Customer to pay any amounts due to the Company under this Agreement shall be a breach of this Agreement.
Default interest equal to 10% per annum shall be charged on all overdue amounts not paid within 7 days of the date of an invoice. Interest shall accrue and compound daily, until the date that the money owing is paid in full. The Company reserves the right to refer any unpaid amounts to debt collectors.
The Customer agrees to pay the Company for all costs and expenses incurred by the Company or a Provider in relation to attending the Premises.
The Company may apply a surcharge on payments made by credit card and in respect of wallet payments.
The Company reserves the right to verify any credit card used to make payment over the phone or online.
The Customer acknowledges and agrees that the Fee is a genuine estimate based on the information provided to the Company by the Customer on or prior to the Commencement Date and is provided on the assumption that the Premises is reasonably clean and tidy.
A Fee estimate is valid for 30 days.
The Company reserves the right to amend the Fee and the Customer shall pay any additional fee as determined by the Company (acting reasonably) if, following an inspection of the Premises or performance of the Services, the Company or the Provider deems that the cost of performing the Services exceeds or shall exceed the Fee.
Any amendment or variation to the Services after the Commencement Date will be charged at the Company’s hourly rate, or any other amount agreed to by the parties in writing. The Company’s hourly rate will be rounded up to the nearest 15 minute interval.
Cancellation
In respect of residential Services only:
the Customer may cancel the Services on a Service Date at any time 24 hours prior to that Service Date by giving written notice to the Company;
if the Provider attends the Premises on any date and the Services cannot be performed due to no fault of the Provider, the Customer must pay to the Company a cancellation fee equal to $260; and
if the Provider attends the Premises on any date and the Services cannot be performed due to no fault of the Provider, the Customer must pay to the Company a cancellation fee equal to $260.
Customer Obligations
The Customer shall, at all times, ensure that:
it obtains and holds all Authorisations required to allow the Company and the Provider to lawfully perform the Services;
promptly provide any information and documentation that the Company and the Provider requires to perform the Services;
ensure that the Company and the Provider has unobstructed access to all areas in which it is required to perform the Services, as well as access to working utilities, services and power to enable it to perform the Services;
all heavy items that are required to be moved for the performance of the Services at the Premises have been moved;
it notifies the Company immediately of any hazards, risks, dangers, stains, ingrained dirt or grease at the Premises;
it ensures the Premises is secure and free from interference from any person or pet;
ensure that the Premises is safe and the Company and the Provider are able to perform the Services safely; and
ensure that it and its Personnel corporate with the Company and the Provider as it requires to perform the Services.
The Customer agrees that all materials and information provided by it to the Company under or in connection with this Agreement is accurate and complete and that the Company will, without independent verification, rely on it for the purposes of providing the Services under this Agreement. The Company shall not assume any responsibility or have any liability for any materials or information provided by the Customer. The Customer represents that it has the right to supply such information to the Company and that the supply of such information by it and its use by the Company in connection with this Agreement will not infringe any rights held by any third party, involve the unauthorised use of confidential information belonging to a third party or result in the breach by the Company of any law, regulation, fiduciary duty, intellectual property right or agreement.
The Company shall not be liable in any respect for any failure to perform the Services to the extent that it is caused or contributed to by the Customer’s failure to comply with any obligation under this Agreement.
The Customer shall undertake its own enquiries in respect of the Services, including in relation to any documents, estimates or contracts prepared by the Company.
Intellectual Property
Nothing in this Agreement shall constitute a transfer or assignment of any of the Company’s Intellectual Property Rights in anything created by or on behalf of the Company whether under this Agreement or otherwise, and all Intellectual Property Rights created in the course of or arising out of the Services or this Agreement (including all templates, documents and software tools) are owned by, and will upon creation vest in, the Company.
The Customer represents and warrants to the Company that use by any person of any information, reports or other deliverables provided by or on behalf of the Customer will not infringe the Intellectual Property Rights (including Intellectual Property Rights) of any person.
The Customer shall indemnify the Company and its Personnel for any claims arising out of or in connection with the Customer’s or its Personnel’s unauthorised use or possession of the Intellectual Property Rights which infringes the Intellectual Property Rights of the Provider or any third party.
Confidential Information
The Customer will not permit the use or disclosure by the Customer of the Company’s Confidential Information (including any business processes, strategies, client information and proprietary software or tools) to any third party, other than:
to its Personnel on a need-to-know basis for the performance of the Services under this Agreement; and
to its professional advisers; unless such use or disclosure is specifically authorised in writing by the Company or by law.
The Customer must ensure that any person to whom it discloses or to whom it allows access to the Company’s Confidential Information, keeps that information confidential, and complies with the obligations in this clause as if they were a party to this Agreement in place of the Customer.
The parties must maintain the confidentiality of all personal information and must use any personal information (as defined in the Privacy Act 1998 (Cth) of which it becomes aware through the performance of the Services or in connection with this Agreement in accordance with the Law.
GST
Any consideration to be paid or provided for a supply made under or in connection with this Agreement, unless specifically described in this Agreement as ‘GST inclusive’, does not include an amount on account of GST.
Despite any other provision in this Agreement, if a party makes a supply under or in connection with this Agreement on which GST is imposed (not being a supply the consideration for which is specifically described in this Agreement as ‘GST inclusive’):
the consideration payable or to be provided for that supply under this Agreement 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.
A tax invoice shall be provided to the Recipient for any payment for a taxable supply made under or in connection with this Agreement.
Insurance
The Company will ensure that, and will procure for the Provider that, it maintains in force and at its own cost, all insurance policies in respect of the Services that a prudent person carrying out the Services would have in place.
The Customer must ensure that it maintains in force and at its own cost such insurance policies that it is required to maintain at Law, including employer’s liability, public liability, and professional indemnity cover. The Customer shall be solely responsible for maintaining any insurance policies it is required to maintain under this clause.
Disputes
If a dispute arises out of or in relation to this Agreement, the parties must in the first instance attempt to settle the dispute in good faith within 7 days of one party giving the other party notice of the dispute.
If the dispute remains unresolved after 14 days of receiving the notice of dispute, either party may escalate the dispute to a mediator. If the dispute remains unresolved after 30 days of referring the dispute to a mediator, either party may further escalate the dispute to an arbitrator for a binding decision.
Nothing in this Agreement prevents either party from commencing court proceedings to seek urgent interim or interlocutory relief in relation to the issue in dispute.
Termination
The Company may terminate this Agreement immediately by giving notice to the Customer if the Customer fails to pay any amount owing to the Company under this Agreement. The Customer will have no claim against the Company for any loss of any kind that results directly or indirectly from such termination. The Customer will not be entitled to receive a refund for any fees paid under this Agreement.
A party may terminate this Agreement within 28 days of giving notice to the other party if the other party breaches any of its obligations under this Agreement (other than the Customer’s obligation to make payment). The Customer shall not be entitled to terminate this Agreement if the Company cures the relevant breach within the 28 day notice period.
Either party may terminate this Agreement immediately by written notice, to the other party if the other party;
sells or otherwise disposes of substantially all of its business or assets to a third party or control of the party is in any manner transferred;
becomes insolvent within the meaning of section 9 of the Corporations Act 2001 (Cth) or is otherwise unable to pay its debts as and when they fall due; or
the party commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding up or a petition is presented for its winding up.
Either party may terminate this Agreement for any reason by providing 3 months’ written notice to the other party.
After Termination
Termination of this Agreement does not affect the Customer’s obligation to pay money owing to the Company pursuant to this Agreement.
If this Agreement is terminated:
the parties are relieved from the obligation to continue to perform the Agreement except those obligations in clauses 8, 9, 12 and 14 and any other obligations that, by their nature, survive termination; and
each party retains their rights and remedies it has accrued against the other party at law or under this Agreement.
Liability and Indemnity
Subject to the terms of this Agreement, the Customer acknowledges and agrees that due to the nature of the Services, the Company does not make any guarantees as to the Services.
The Customer agrees that the Company shall not be liable in any event to the Customer, its Personnel or any third party (whether under this Agreement, in contract for breach of this Agreement, under an indemnity, for debt, in tort including negligence, by way of strict or vicarious liability, under statute, in equity or otherwise), for any cost, loss, expense or liability, including incurred by the Customer, its Personnel or any third party arising directly or indirectly as a result of or in connection with this Agreement, except where such losses are due to a material breach of any term or warranty under this Agreement by the Company, due to the Company’s gross negligence, fraud or wilful misconduct, or to the extent that such liability cannot be excluded or limited under applicable Law.
To the extent that the Company is held to be liable to the Customer for a breach of any term or warranty under this Agreement, the Company’s liability shall be limited to the amount of Fees paid by the Customer to the Company under this Agreement.
The Company shall not be liable for Consequential Loss to any person and for any reason, whether under this Agreement, in contract for breach of this Agreement, under an indemnity, for debt, in tort including negligence, by way of strict or vicarious liability, under statute, in equity or otherwise. The Company shall not be liable to any third party for any reason.
The Customer will indemnify, defend and hold the Company and its Personnel harmless from and against any loss, damage, cost, expense, or liability of any kind whatsoever arising out of or in connection with:
any failure by the Customer or its Personnel to comply with any term of this Agreement; and
breach of any warranty given by the Customer under or in connection with this Agreement.
If a party is prevented from or delayed in complying with an obligation (other than to pay money) by a Force Majeure Event which is beyond the reasonable control and not due to the fault or negligence of such party, performance by it of that obligation is suspended during the time, but only to the extent that, compliance is prevented or delayed. Neither party shall be liable to the other in respect of any loss incurred as a result of a Force Majeure Event, to the extent it is beyond the reasonable control and not due to the fault or negligence of the other party.
Each party must at all times, comply with (and ensure its Personnel complies with) all WHS Law applicable to it in connection with this Agreement.
Non-Solicitation
The Customer shall not (directly or indirectly) offer to employ or engage or otherwise endeavor to entice away from the Company any Personnel or Providers for the duration of this Agreement and for a period of 6 months following the termination of this Agreement, without the written consent of the Company.
The parties acknowledge that the restraint contained in this clause is reasonable and necessary to protect the Company’s legitimate business interests and goodwill.
Customer Bound
By engaging the Company to provide the Services (including by making payment to the Company for the Services under this Agreement), the Customer acknowledges and agrees that it is irrevocably bound by the terms of this Agreement and by any amendments to this Agreement by the Company from time to time.
Bond/Exit Cleans The following terms apply to Services relating to bond/exit cleans only:
The Customer must notify the Company at the time of booking if the Premises is to be inspected that day or the keys are to be returned to the real estate agent.
If the Provider is required to return any key to the real estate agent, the Company shall not be liable in any respect in relation to any lost key. The Customer shall assume all responsibility for all keys to the Premises.
The Company makes no guarantees in respect of scuffs or marks on walls or ceilings, rust, grout, stains or mould; and shall not be liable for any damage to paintwork caused by an attempted removal of scuffs, marks, stains or mould from walls, if directed by the Customer.
If the Provider is required to return any key to the real estate agent, the Company shall not be liable in any respect in relation to any lost key. The Customer shall assume all responsibility for all keys to the Premises.
The Customer must make payment of half of the Fee, 3 days prior to the Service Date by electronic funds transfer. The balance of the Fee shall be payable by the Customer pursuant to an invoice from the Company, within 5 Business Days of the date of issue.
If, following an inspection of the Premises, the real estate agent requires any further cleaning, the Customer shall notify the Company immediately, and in any event within 4 days after the Service Date. The Provider shall attend the Premises within 7 days to undertake the further cleaning as required. This is the only remedy available to the Customer and the Customer shall not be entitled to any refund or discount.
An inspection of the Premises by a real estate agent must take place within 4 days after the Service Date, otherwise the Company or the Provider shall not be liable to undertake any further cleaning.
General
The Company may unilaterally amend the terms of this Agreement from time to time, without the consent of the Customer. The Company shall promptly provide to the Customer a copy of any amended terms. By continuing to engage the Company to provide the Services, the Customer irrevocably agrees to be bound by the terms of this Agreement, as amended from time to time.
Any notice or communication given under this Agreement must be in writing and signed by the person giving the notice or sending the communication.
The Customer must not assign or purport to assign any of its rights under this Agreement without the prior consent of the Company.
The Customer may not amend the terms of this Agreement without the prior consent of the Company.
The Customer may not amend or vary the Services, including the scope of the Services or the hours per week that the Services are to be performed (as previously agreed between the Customer and the Company, in accordance with this Agreement) without the prior written consent of the Company.
The relationship between the Company and the Provider is strictly that of principal and independent contractor and the Provider shall not have the power or authority to bind the Company or exercise any right of the Company under this Agreement.
The relationship between the Company and the Provider is strictly that of principal and independent contractor and the Provider shall not have the power or authority to bind the Company or exercise any right of the Company under this Agreement.
Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where either party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.
If any part of this Agreement is for any reason declared invalid or unenforceable the validity of the remaining portion of this Agreement will not be affected and the remaining portion will remain in force.
A right or remedy created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right or remedy does not constitute a waiver of that right or remedy, nor does a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of the party.
This Agreement records the entire agreement between the parties in relation to its subject matter. It supersedes all previous negotiations, understandings or agreements in relation to the subject matter.
This Agreement may be executed in any number of counterparts. Each counterpart (including a copy) is an original and the counterparts taken together constitute the one instrument.
This Agreement is governed by the laws of the State of Queensland. Each party submits to the jurisdiction of the courts of that State and of all courts competent to hear appeals from those courts.
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