1 This agreement

1.1 The terms and conditions set out herein, and the job assignment sheet to which these terms and conditions are attached (Job Assignment), shall form the entirety of the agreement (Contract) between the job assignee (Contractor), and the Tedeer Cleaning Pty Ltd (Company).

1.2 The Company wishes to engage an independent contractor to provide services set out in the Job Assignment.

1.3 The Contractor warrants that s/he possesses the necessary expertise to provide Service.

1.4 This Contract shall govern the services provided by the Contractor to the Company for a single job assignment, which is outlined in the Job Assignment.

 

2 Relationship between parties

2.1 The relationship between the Company and the Contractor is that of a principal and an independent contractor.

2.2 Nothing in this agreement constitutes the relationship of partnership or employer and employee between the Company and the Contractor.

2.3 The Contractor must not represent his or her own self as a representation of the Company in any circumstance.

 

3 Services

3.1 The Contractor shall provide services to the Company as outlined in the Job Assignment in accordance with the direction of the Company (Services).

 

4 Fees

4.1 In consideration of the Contractor providing the Services, the Company shall cause the fees set out in the Job Assignment to be paid to the Contractor on satisfactory completion of the Services.

 

5 Obligations of Contractor

5.1 Performance of Services

          (a) The Contractor must perform the Services in a diligent and professional manner according to any standards that

          normally apply to the Services.

          (b) If the Contractor breaches this obligation, it must resupply the Services at no cost to the Company.

          (c) The Contractor must act in good faith in all dealings with the Company and must not do anything that may be

          harmful to the reputation or interests of the Company.

          (d) The Contractor must liaise with and report to the Company with respect to all aspects of the Services.

5.2 Professional standard of care

          (a) The Contractor must ensure that the Services are performed in a diligent and professional manner and to the

          standard of skill and care expected of a professional experienced in the provision of the type of services required by

          the Company under this Agreement. The Contractor must continually use its best endeavours to promote the

          interests and welfare of the Company.

5.3 Expenses

          (a) The Contractor must provide the Services at its own cost and, unless specified set out in the attached Terms Sheet

          of the Contract.

          (b) The Company will not be reimbursed for any out-of-pocket expenses.

5.4 Compliance with laws

          (a) The Contractor must comply at its own cost and expense with all acts, ordinances, rules, regulations, other

          delegated legislation, codes and the requirements of any Commonwealth, state and local government departments,

          bodies, and public authorities or other authority so far as these same may affect or apply to the Contractor or to the

          Services.

          (b) The Contractor indemnifies the Company from and against all actions, costs, charges, claims and demands in

          respect of any breach of clause 4(d).

5.5 Contractor’s warranties

          (a) The Contractor warrants that the Contractor has no authority to engage the services of any person as an employee

          or agent of the Company.

          (b) Except with the prior written approval of the Company, the Contractor will not bind the Company to any contract

          or create any liability against the Company in any way or for any purpose.

5.6 Insurances

          (a) For the purpose of this clause, the Contractor is not eligible to claim workers compensation insurance due to the

          nature of the role, and the Contractor must take out the following insurances:

                    (i) General Property Insurance;

                    (ii) Personal Accident/Salary Continuance Insurance (nothing in this clause shall be construed to suggest that

                    the Contractor is an employee of the Company);

                    (iii) Public Liability Insurance; and

                    (iv) Professional Indemnity Insurance.

5.7 Survival of obligations

          (a) The obligations under this clause 6 survive termination or expiry of this agreement.

 

6 Performance and Defective Performance

6.1 Performance of Services

          (a) The Contractor will perform the Services at his or her own discretions so long as to the Services as provided to a

          satisfactory extent.

6.2 Defective Performance

          (a) The Contractor warrants that if there is a defect in the performance of the Services the Contractor will remedy the

          defect or redo the Services at the Contractor’s own costs.

          (b) Where the Contractor refuses or fails to remedy a defect in performance of the Services or redo the Services within

          an agreed timeframe, the Contractor agrees that the Company may arrange for the performance of the necessary

          remedial work and recover any costs from the Contractor.

 

7 Contractor’s equipment and uniform:

7.1 The Contractor shall provide or use its own equipment, in which case the equipment must be suitable for the work and must be maintained by the Contractor in good working condition.

7.2 The Contractor shall wear its own uniform during the performance of Services.

7.3 The Contractor may rent any such equipment as needed from the Company separately, as agreed between the Company and the Contractor when request.

 

8 GST and invoicing

8.1 For the purposes of this clause, GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law, where GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

8.2 The Fees are exclusive of any GST. Where GST is payable on a supply made by the Contractor under this agreement, the Contractor may charge the Company an additional amount equal to the GST payable on that supply.

8.3 The Contractor must provide the Company with a tax invoice in accordance with the GST Law. The invoice must include the following details before payment can be approved and forwarded:

          (a) Date/dates of performance of the Services;

          (b) Name of the person performing the Services;

          (c) Description of Services provided;

          (d) Time allocated per task; and

          (e) The Contractor’s ABN.

 

9 Conflict of interest

9.1 The Contractor warrants that it is not under any obligation or restriction that would in any way interfere with or conflict with the Contractor providing the Services under this agreement. The Contractor warrants that it will not assume any such obligation or restriction.

9.2 The Contractor may engage in any other work and assignments during the Term provided that such other work or assignments do not involve a conflict with its duties and responsibilities to the Company and do not bring the Company into disrepute.

 

10 Contractor’s indemnity

10.1 Contractor’s indemnity

          (a) The Contractor will be responsible for and indemnify the Company against liability for all loss, damage or injury to

          any person or property caused by the Contractor in the course of providing the Services.

          (b) The amount of any claims, damages, interest, costs and expenses (including without limitation all related legal

          costs incurred by the Company) which may be paid, suffered or incurred by the Company in respect of such loss,

          damage or injury must be made good at the Contractor’s expense and may be deducted from any moneys due or

          becoming due to the Contractor.

10.2 Survival

          (a) This clause survives the termination of this agreement.

 

11 Termination

11.1 Termination by the Company

          (a) The Company may terminate this Contract by notice in writing to the Contractor at least 1 hour before the

          commencement of the Services that are due to be performed by the Contractor.

          (b) If the Contract is terminated in accordance with clause 11.1(a), all rights and obligations of the parties are

          discharged, and no party shall become entitled to make any claims whatsoever against the other party.

11.2 Termination by the Contractor

          (a) The Contractor may terminate this Contract by notice in writing to the Contractor at least 48 hours before

          the commencement of the Services that are due to be performed by the Contractor.

          (b) If the Contract is terminated in accordance with clause 11.1(a), all rights and obligations of the parties are

          discharged, and no party shall become entitled to make any claims whatsoever against the other party.

11.3 Termination for breach

          (a) If a party breaches any term of this agreement, the other party may give notice requiring that party to rectify the

          breach. If the notified party fails to rectify the breach to the satisfaction of the notifying party within 8 hours of the

          notice, the notifying party may terminate this Contract by notice in writing.

          (b) The Company may terminate this agreement at any time without notice if the Contractor engages in a serious or

          material breach of this agreement.

          (c) The Company may terminate this agreement at any time by notice in writing to the Contractor if the Contractor:

                    (i) Engages in any dishonesty, serious misconduct or serious neglect of duty in connection with the provision of

                    the Services; or

                    (ii) engages in any act or omission that in the reasonable opinion of the Company has or will likely have the

                    effect of causing material damage to the Company.

11.4 Termination for insolvency

          (a) Either party may terminate this agreement if:

                    (i) the other party enters into a deed of arrangement or an order is made for it to be wound up;

                    (ii) an administrator, receiver or receiver/manager or a liquidator is appointed to the other party pursuant to the

                    Corporations Act 2001 (Cth) (Act); or

                    (iii) the other party would be presumed to be insolvent by a court in any of the circumstances referred to in the

                    Act.

11.5 If the contract is terminated pursuant to clause(s) 11.3, the Contractor shall:

          (a) Pay or repay to the Company all sums which s/he owes to the Company, whether those sums are then due to be paid or not;

          (b) to the extent permitted by law, the Contractor agrees that the Company may withhold any money owing to

          him/her and set off those amounts s/he owes to the Company against any amounts the Company owes to the

          Contractor at the time of termination;

          (c) If the amounts owed by the Contractor to the Company at the time of termination exceed amounts payable to the

          Contractor, the Contractor agrees to repay such amounts to the Company within 14 days of the time of termination.

 

12 Policies

12.1 The Company has a number of policies in place for the purpose of maintaining and upkeeping the Company’s image, operational standards, and managerial philosophies.

12.2 The parties acknowledge that such policies are not binding on the Contractor by virtue of the Contractor’s independence. However, the Contractor shall make best endeavours to ensure that the s/he does not engage in conduct that directly conflict and/or fundamentally go against the Company’s image, operational standards, and managerial philosophies.

 

13 Notices

13.1 For the purpose of this Contract, all notices to the Contractor are to be sent to the same contact details as set out in the Job Assignment, or the medium utilised by the Contractor for the purpose of receiving the Job Assignment.

13.2 For the purpose of this Contract, all notices to the Company are to be sent to registered office of the Company only.

 

14 Confidentiality

14.1 Confidential Information

          (a) Confidential Information includes, but is not limited to, any information that is:

                    (i) marked as confidential; or

                    (ii) received or developed by the Contractor during the Term, which relates to processes, equipment and

                    techniques used by the Company in the course of the Company’s business, including but not limited to all

                    information, data, drawings, specifications, documentation, source or object code, designs, construction,

                    workings, functions, features and performance notes, techniques, concepts not reduced to material form,

                    agreements with third parties, schematics and proposals and intentions, technical data and marketing

                    information such as customer lists, financial information and business plans, but does not include information

                    which:

                    (i) is generally available in the public domain otherwise than as a result of a breach of this agreement by the

                    Contractor;

                    (ii) was known by the Contractor prior to the Company disclosing the information to the Contractor; or

                    (iii) the Contractor is required by law to disclose.

14.2 Confidentiality obligations

          (a) Unless it has previous written consent from the Company the Contractor must:

                    (i) only use the Confidential Information for the purpose of performing the Services; and

                    (ii) not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality

                    of the Confidential Information or may injure or cause loss to the Company.

          (b) The Contractor must at all times store all Confidential Information safely and securely.

          (c) The Contractor must immediately notify the Company in writing of any actual, threatened or suspected

          unauthorised disclosure of any Confidential Information.

          (d) The Contractor’s obligations with regard to the Confidential Information will continue for so long as this

          information is maintained on a confidential basis:

                    (i) by the Company, in the case of Confidential Information pertaining to the Company’s business; or

                    (ii) by the Company’s client, in the case of Confidential Information pertaining to the business of the Company’s

                    client.

 

15 Assignment

15.1 This agreement may not be assigned without the written consent of both parties.

 

16 Severability

16.1 The Company and the Contractor consider the covenants, obligations and restrictions contained within this agreement to be reasonable in all the circumstances of the agreement. Unenforceability of a provision of this agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the agreement.

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17 Notices

17.1 Any notice, demand, consent, approval or communication under this agreement (Notice) must be:

          (a) in writing, and signed by a person duly authorised by the sender; and

          (b) delivered by hand, registered mail, or email to the recipient’s address for Notice specified in the Terms Sheet of

          the Contract, or as varied by any Notice given by the recipient to the sender.

 

18 Waiver

18.1 The failure, delay or omission by a party to exercise any power or right conferred upon it by this agreement will not operate as a waiver of such power or right, nor will any single exercise of any such power or right preclude any other future exercise of the power, or the exercise of any other power or right under this agreement.

18.2 A waiver of any provision of this agreement, or consent to any departure by a party from any provision of this agreement, must be in writing and signed by all parties and is effective only to the extent for which it is given.

 

19 Variation

19.1 This agreement may not be changed or modified in any way except in writing signed by or on behalf of all the parties.

 

20 Entire agreement

20.1 This agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this agreement.

 

21 Governing law

21.1 This agreement is governed by and is to be construed and take effect in accordance with, the laws of the Australian Capital Territory. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Australian Capital Territory. These Terms will be governed by the laws of Australian Capital Territory. The parties submit to the non-exclusive jurisdiction of the courts of Australian Capital Territory.

 

22 Privacy

22.1 You consent to the Company collecting and using personal information and sensitive personal information as defined in the Privacy Act 1988 (Cth) for any purpose relating to your appointment with the Company. The personal information will be held in a secure location.

22.2 You also consent to the Company disclosing personal information and sensitive personal information about you to other persons for reasons relating to your appointment or for the Company’s business requirements. These persons include the Australian Tax Office, superannuation fund trustees and administrators, insurers, medical or occupational practitioners, financial and legal advisers, potential purchasers on sale of business and law enforcement bodies.

 

23 Definitions

All capitalised terms are as defined within this Contract.

“Contract” means your letter of offer (as revised from time to time) and this Terms Sheet.