Terms & Conditions

Category

Terms & condition

Created

July 30, 2022

Updated

July 12, 2023

Terms & Conditions

Version 1.0

1. Definitions

"The Company" – means Simply Cleaning Co Pty Ltd or any franchisees trading under a franchisee agreement.

"Cleaner" – means the person or firm carrying out cleaning services on behalf of the Company.

"Client" – means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Corporations Act to whom the Company supplies the cleaning services.

"Service" – means the cleaning services carried out on behalf of the Company.

"Cleaning Visit" means the Cleaner's visit to the Client's service address to carry out the Service.

2. Contract

2.1. These Terms and Conditions represent a contract between Simply Cleaning Co Pty Ltd and The Client.

2.2. The Client agrees that any use of The Company's services, including placing an order for services by telephone, email, or website forms, shall constitute the Client's acceptance of these Terms and Conditions.

2.3. Unless otherwise agreed in writing, these Terms and Conditions shall prevail over any other terms of business or purchase conditions put forward by The Client.

2.4. No variation or alteration of these Terms and Conditions shall be valid unless approved in writing by a director of the Company.

2.5. The Company operates a minimum charge of 2 hours per cleaning visit for residential and commercial cleaning and 4 hours for any construction cleaning.

3. Payment

3.1. All work carried out by The Company at your request, whether experimental or otherwise, will be charged accordingly. Any work undertaken by The Company on behalf of The Client is carried out on the basis that The Client has fully approved such work whether or not we have received an official order providing there is evidence of written or verbal confirmation to proceed, including letter, facsimile or email correspondence between the parties.

3.2. Payments of fees rendered by invoice are due within the dates stated on the invoice via direct debit, credit card, or appointed Bank.

3.3. Interest may be applied to any overdue accounts at a rate of 10%. Where payment has yet to be received, we reserve the right to withhold services, documents, and information, cease to work on your account, and terminate the engagement if payments are unduly delayed.

3.4. Any expenses incurred while working on your behalf will be charged, and appropriate records will be kept and available for inspection. Such costs may include meeting rooms and other facilities, internal printing, courier charges, and international but not national telephone calls.

3.5. Consistent late payment will incur a 100% pre-payment for all future work.

3.6. We have a statutory right to interest and compensation for debt recovery costs under the late payment legislation if not paid according to agreed credit terms.

3.7. Unless otherwise stated, all prices shall be in Australian Dollars.

3.8. We shall invoice weekly, bi-weekly, monthly, or at the end of a project, dependent on the agreed terms.

3.9. All prices are Net, and no settlement discount is allowed. All accounts are payable by 7 (Seven) days from the invoice date unless otherwise agreed by The Company in writing. Note that the payment terms are required whether you have signed off on the copy.

3.10. After the 7-day payment period, all further work for The Client will cease.

3.11. All quotations we offer are deemed valid for 30 (Thirty) days, after which we reserve the right to revise the quote.

3.12. We provide services on a one-off and retainer basis.

3.13. Any additional work requested not covered in the original brief will be quoted separately and added to the original invoice. One month's notice is required to discontinue the Service.

3.14. All Cleaning service prices are reviewed annually and adjusted in line with inflation, minimum wage increases, or any reasonable circumstances.

4. Equipment

4.1. The Company provides cleaning materials unless agreed otherwise. If you require us to use your solutions or equipment, they must be safe to use/operate, in complete working order, and must not require any special skills to be used for cleaning.

4.2. If the Client has complicated equipment, the Client must provide clear and detailed instructions to the Cleaner.

4.3. If the Client requires the Cleaner to use their materials and equipment, including a vacuum cleaner, the Company cannot accept any liability should anything go wrong with the equipment or its outcome.

5. Checklists

5.1. We shall provide the Client a checklist on request or ask all clients to leave a list of priorities for the Cleaner. Providing a list means that the Cleaner can tick off the top to bottom what they can do within the allotted time.

6. Refunds

6.1. No refund claims will be given once the cleaning service is done. If, for any reason, the Client is dissatisfied with any aspect, they must notify the Company within 24 hours, and someone will rectify this.

6.2. Refund will be issued only if the Client has canceled a cleaning visit within the allowed time (24 hours) before the start of the cleaning session and the Company has already received a payment.

6.3. Refund will be issued if a Cleaner does not attend a cleaning visit, payment the Company has already received.

7. Cancellation

7.1. The Client agrees to pay the total price of the cleaning visit if: a) The Client cancels or changes the date/time less than 24 hours before the scheduled appointment; b) The Client fails to provide access to the service premises, thus preventing the Company to carry out the booked work; c) There is a problem with the Client's keys and the Cleaner cannot let themselves in. They must open all locks without special effort or skills if keys are provided.

7.2. If the Client needs to change a cleaning day or time, the Company will do its best to accommodate them. A minimum of 24 hours' notice is required.

Please note that the Company cannot guarantee that the same operative will be available on a new day and at the time the Client requires. Any changes in the cleaning schedule are subject to availability.

7.3. The Company's cleaning operatives work on any day of the week, including public holidays, at the discretion of the staff and Company. If the Client's cleaning visit is due on a Holiday and they haven't called or emailed the Company to cancel the visit 24 hours before the start of the cleaning session, the Client agrees to and understands that the regular amount due for that cleaning visit will be charged regardless of whether the cleaning operative has cleaned the Client's property or not. 

8. Termination

8.1. The Client may terminate any Contract by giving 30 days prior written notice once the initial Contract (12 months or agreed contractual term) has ended.

8.2. If The Client wishes to terminate the Contract within the initial Contract (12 months or agreed contractual term), The Client must pay the outstanding balance for the remainder of the Contract.

8.3. The Client agrees to pay a cancellation fee equivalent to 30 days of Service if: 1) No notice is given; 2) The Client provides termination of notice less than 30 days

8.4. Before termination of the Contract, the Client is obliged to provide details of any incoming contractor.

9. Claims

9.1. The Company's public liability insurance will cover damages caused by a cleaning operative working on behalf of the Company up to $20,000,000.00. 

9.2. The Client agrees that due to the nature of the Service, the Company guarantees only to correct any problems reported within 24 hours. If a problem occurs on a Saturday, it must be written by Monday 12.00 pm to be accepted as a valid claim. Failure to do so will entitle the Client to nothing. The Company may require entry to the location of the claim within 24 hours to correct the problem. Any refunds or adjustments must be requested from the Company directly and subject to approval by the Company.

9.3. The Client waives his right to stop payment on their card unless the Company fails to make good on the guarantee shown in 15.

9.4. While the Cleaners try not to break items, accidents happen. Identical replacement is always attempted but has yet to be guaranteed. For this reason, the Company requests that all irreplaceable items (whether monetarily or sentimentally valuable) be stored away or not cleaned by the cleaning operatives.

9.5. The Company will repair the item at a cost in case of damage. If the item cannot be repaired, the Company will rectify the problem by crediting the customer with the item's present actual cash value toward a like replacement from a Company's source upon payment of cleaning services rendered.

9.6. The Company shall not be responsible for damage due to faulty or improper installation of any item. All surfaces (i.e., marble, granite, stone, etc.) are assumed sealed and ready to clean without causing harm.

9.7. Any attempt to commit insurance fraud or any use of false information to achieve any fraud will be prosecuted to the fullest extent of the law by the Company and the Insurance Provider(s). Monetary compensation, as well as legal fees, may incur.

9.8. Key replacement/locksmith fees are paid only if our operatives lose keys. There is a $60 per location liability limit.

10. Complaints

10.1. All complaints are taken seriously. If you are unhappy with any aspect of our Service, please call us as soon as possible and give us a chance to rectify it. Your custom is essential to us; we want you to be happy.

10.2. If the Client is dissatisfied with a currently occurring service, The Company asks that The Client notifies us as soon as they notice anything that might be to their dislike by calling 1300 232 117 and emailing [email protected]. Please do not wait until the Service ends.

11. Liability

11.1. The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, or consequential) which may be suffered or incurred by the Client arising from or in any way connected with a late arrival of Company operatives at the service address. The Company endeavours to be right on time on any visit, but sometimes, due to transport-related and other problems beyond the Company's control, the Company operatives may arrive with a delay, or the cleaning visit may be re-scheduled.

11.2. The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, or consequential) which may be suffered or incurred by the Client arising from or in any way connected with – 1. A cleaning job is incomplete due to the lack of hot water or electricity 2—third-party entering or present at the Client's premises during the cleaning process; 11.3. Any existing damage to the Clients property in the form of old stains/burns/spillages etc., cannot be cleaned/removed completely by the cleaning operative.

12. Supplementary Terms

12.1. If the Client requests keys to be collected by the Company's operatives from a third party's address, then a $35.00 charge will apply. The charge will cover only the pick up of keys. If said keys must be returned to the third party's address or any other address, the additional charge of $35.00 will apply.

12.2. The Company reserves the right to re-evaluate rates at any time should the Client's initial list of tasks change.

12.3. The Company reserves the right to amend the initial quotation should the Client's original requirements change.

12.4. If any estimates of how long it will take the cleaning operatives to complete the job are being provided, those are only estimates based on the average time it takes to clean a home or an office of similar size to the Client's; it is not easy to calculate precisely how long such tasks may take and that a degree of flexibility may be required. Please note that one-off cleans may take longer to complete due to longer intervals between cleaning sessions, number, and type of cleaning tasks required compared to the regular maintenance cleaning of the same property.

12.5. The Client understands that the price he has been quoted may vary according to the condition of the property and room sizes etc.

12.6. The Company shall endeavour to arrange a replacement cleaner if your regular Cleaner cannot attend a scheduled visit and will inform the Client before the organised cleaning.

12.7. Post Construction Cleaning (Builders Cleaning), Event Cleaning, or badly neglected homes may take up to three times longer than a well-maintained home requiring general cleaning. Therefore the Company advises the Client to ask for our specialist cleaning services: Builders Cleaning or Event Cleaning.

12.8. The cleaning operatives are not allowed to hand wash any items of clothing belonging to the Client. The Company advises that our cleaners can only use a washing machine.

12.9. All fragile and highly breakable items must be secured or removed.

12.10. The Company reserves the right to make reasonable changes to the Terms and Conditions in agreement with the other party.

13. Our Guarantee

13.1. The Company has built its business and reputation by providing its clients with the best possible cleaning service. Still, the Company realises that because its operatives are human beings, they sometimes make mistakes. For this reason, the Company offers a Guarantee. If the Client is not satisfied with any areas that have been cleaned, the Company's operative will return to the Client's premises and re-clean those areas free of charge.

Please note that this guarantee will not apply if the condition of the premises has deteriorated since the original cleaning was undertaken.

14. Simply Cleaning Co Build Pty Ltd (known as Simply Projects Co)

14.1  Simply Cleaning Co Build Pty Ltd will commence work only when we have received a signed contract or company purchase order instructing Simply Cleaning Co Build Pty Ltd to proceed with the Scope of Works as quoted. 

14.2 Windows: No allowance has been made for
 any water stains, concrete spillage, paint specs, or other glass defects which might require buffering, chemical treatment, or any other work method other than the use of a mop and squeegee. These are defects by the said trades and will be considered a variation and incur an additional charge, plus the cost of materials (unless supplied by others).

14.3 No liability is taken for surfaces with concrete splatter/paint, as this is a trade defect. All due care is taken to remove or diminish the effect of these residues; however, we cannot guarantee areas concerned are perfect or without fault post-cleaning.

14.4 If trades are still onsite, this may cause the cleaning to be extended, so please ensure we are the last trade on site so that we may utilize our time in the most effective way for your business.

14.5 Simply Cleaning Co Build Pty Ltd will forward all Documentation, SWMS, Insurance, Worker's Compensations, and staff identifications/licences once quotation/s have been approved.

14.6 The quote is valid for 30 days. Pricing may need to be revised if the commencement of work exceeds this period.

14.6 Payment is to be made within fourteen days of receipt of Simply Cleaning Co Build Pty Ltd invoice in accordance with the Building & Construction Industry Security of Payment Act 1999. If there is a contract in place stipulating other terms and conditions, 14.6 will apply.

14.7 Any upfront request of fees /deposit by Simply Cleaning Co Build Pty Ltd must be paid before any work commences.

14.8 Please forward us an official purchase order (PO) at your earliest convenience so we may allocate the time to begin work. Email [email protected] with Attention: Project Team/Sheree 

Simply Workforce Co - Terms and Conditions


1. DEFINITIONS 

In these Terms and Conditions, capitalised  terms have the following meanings unless  otherwise indicated: 

1.1 “SIMPLY WORKFORCE CO” means the  Labour Hire / Supplier Services  company, trading as Simply Workforce  Co with ABN 35 662 385 113. 

1.2 “CUSTOMER” means a person or  entity whose order for the purchase or  hire of Goods or request for supply of  Services is accepted by the Supplier. 

1.3 “DIRECTOR” means where the  Customer is a corporation, all directors of  that corporation and where the Customer  is a trust that has a corporate trustee all  directors of the trustee. 

1.4 “CUSTOMER” means that person  (or persons) and/or the party named in the  applicable Quote. 

1.5 “CLAIM” means any demand, claim,  action, proceeding, judgment, damage,  loss, cost expense, or liability incurred by  or against a party, however arising and  whether present, unascertained,  immediate, future, or contingent and  whether arising in relation to matters  which occurred in the past.  

1.6 “LABOUR HIRE SERVICES” means  the provision by the Supplier to the  Customer of the Supplier’s labour hire  workers as required by the Customer to  perform the Services. 

1.7 “PRICE” means the cost of the  Services as agreed between the Supplier  and the Customer for the performance of  a Service. 

1.8 “QUOTE” means a job quotation  issued by Simply Workforce Co to the  customer in relation to a request for  Services. 

1.9 “QUOTED DATE” means the date of  delivery as agreed between the Supplier  and the Customer. 

1.10 “SERVICES” means all services  supplied by the Supplier to the Customer. 

1.11 “TERMS” means these terms and  conditions and where the context so  permits shall include the agreement  formed between the Supplier and the  Customer and/or Directors. 

1.12 “CONTRACT’’ means the contract  between Simply Workforce Co and the  Customer for the provision of Services  and includes these Terms and conditions and all applicable Forms, Quotes and  Invoices between Simply Workforce Co 

and the Customer. 

1.13 “DAILY RATE’’ means the daily rate  for the Labour Hire Services, as set out in  the applicable Schedule of Rates. 

1.14 ‘’INVOICE’’ means an invoice for Services issued by Simply Workforce to  the Customer. 

1.15 ‘’INSTRUCTIONS’’ means all  relevant information including operation  manuals, instructions, work and health  safety procedures, time work instructions  and other directions provided by Simply  Workforce Co for the Goods whether in  writing. 

1.16 ‘’CONTRACTED STAFF MEMBER’’ means a staff member of Simply  Workforce Co who performs the Labour  Hire Services. 

2. CUSTOMER  

OBLIGATIONS/  

ACKNOWLEDGMENTS 2.1 The headings used in this  agreement do not form part of these  Terms and are for convenience only. 

2.2 Words importing the singular shall  include the plural and vice versa, words  importing a gender shall include other  genders and references to a person shall  be construed as references to an  individual, firm, body corporate,  association (whether incorporated or not),  

government and governmental, semi governmental and local authority or  agency. 

3. GENERAL 

3.1 These Terms replace any previous  agreements or terms and conditions of  sale or negotiation, understanding, or  communication in relation to the 

provision of Services. 

3.2 Unless otherwise agreed in writing  by the Supplier, any terms, and conditions  of the Customer’s deviating from or  inconsistent with these Terms are  expressly rejected by the Supplier. Any  variations to these Terms not expressly  agreed to in writing by the Supplier are  expressly rejected by the Supplier. 

3.3 A quotation shall not constitute an  offer to provide Services to the Customer.  No contract for the supply of provision of  Services shall exist between the Supplier  and the Customer unless the Customer’s  order for Services has been accepted by  the Supplier. The Supplier may accept or  refuse any order for Services in its  absolute discretion and may make its  acceptance of an order conditional upon it  receiving a satisfactory assessment from the Customer. 

3.4 Once an order from a customer has  been accepted by the Supplier:

a) the order cannot be cancelled by  the Customer without the written consent  of the Supplier; and 

b) the order cannot be varied by the  Customer at any time after 4 hours of the  Customer submitting the order to the  Supplier. 

3.5 The Supplier may vary these Terms  by notice in writing to the Customer,  including through notified variations  made on the Supplier’s website. The  Customer agrees that the purchase of  Services after the date of notice of  variation will be deemed to be an  acceptance of such varied Terms. 

3.6 Should there be any variation to  any of the information supplied by the  Customer to the Supplier concerning the  structure or nature of the Customer’s 

business (such as a conversion to or from  a Company or Trust) the Customer shall  forthwith notify the Supplier in writing. If  this information is not provided, and the  Supplier suffers loss as a result, the  Customers agrees to compensate the  Supplier for an amount that is no less than  the amount of loss that the Supplier  suffered. 

3.7 Any order received by the Supplier  from the Customer for the supply of  provision of Services and the Customer’s  acceptance of Services supplied by the  

Supplier shall constitute acceptance of  these Terms. 

3.8 Upon acceptance of these Terms  by the Customer the Terms are  irrevocable and can only be varied in  accordance with these Terms. 

3.9 The Supplier’s agents or  representatives are not authorised to  make any representations, or statements  on behalf of the Supplier (including any  purporting to vary these Terms or enter  further agreements) and the Supplier  shall not be liable for any unauthorised  representations or statements made by  the Supplier’s agents or representatives. 

3.10 In the event that the whole or any  part or parts of any provisions in these  Terms should be held to be void or  unenforceable in whole or in part such  provision or part thereof shall to that  extent be severed from these Terms but  the validity and enforceability of the remainder of these Terms shall not be  affected. 

3.11 The Supplier reserves the right to  sub-contract the provision of Services or  any part thereof to a third party. 

3.12 The Customer agrees that a  statement in writing signed by the Supplier’s manager certifying that monies  are payable by the Customer to the supplier shall be prima facie evidence of  the monies so payable. 

3.13 The Supplier shall be under no  liability whatsoever to the Customer or  any third party for any indirect and/ or  consequential loss and/or expense  (including loss of profit) suffered by the  Customer or third party arising out of a  breach by the Supplier of these  Conditions. 

3.14 In the event of any breach of these  Conditions by the Supplier the remedies  of the Customer shall be limited to  damages which under no circumstances  shall exceed the Price of Services. 

3.15 Neither party shall be liable for any  default due to any act of God, war,  terrorism, strike, lock-out, industrial  action, fire, flood, storm or other event  beyond the reasonable control of either  party. 

3.16 The failure by the Supplier to  enforce any provision of these Terms shall  not be treated as a waiver of that  provision, nor shall it affect the Supplier’s  right to subsequently enforce that  provision. 

3.17 Each party must execute any  document and perform any action  necessary to give full effect to these  terms, whether before, or after  performance of these Terms. 

3.18 The Supplier and/or Customer  agree and acknowledge that this  application may be completed by the  Customer utilising the Supplier’s online  application process through the Supplier’s  website. This may include the insertion of  the Customer’s electronic signature. Once  this application is completed in this  method and if the application is deemed  acceptable by the Supplier, the Supplier  and/or Customer agree that the Supplier  may rely on this application (and any  accompanying Guarantee) as if it had  been executed in writing by the Customer  in writing. To be clear, once the  application is accepted by the Supplier,  the Services are supplied by the Supplier  to the Customer, the Customer agree that such supply of Services are made based on these Terms as if the Terms had been  executed by the Supplier and/or  Customer in writing. 

3.19 The Supplier may at any time  assign, novate or otherwise dispose of or  deal with its rights and obligations under  these Terms by notice in writing to the  Customer. The Customer agrees that any  order for the provision of Services  submitted by the Customer to the  Supplier after the date of notice of  assignment will be deemed to be an  acceptance of such assignment. 

3.20 These Terms and the supply of the  provision of Services by the Supplier to the Customer shall be governed by and  construed in accordance with the laws of  New South Wales. 

3.21 Notice to be given by the Customer  to the Supplier may be delivered  personally or sent to the Supplier at its  current business address. Notices to be  given to the Customer by the Supplier  may be delivered personally or sent to the  Customer’s last known address provided  by the Customer to the Supplier and  unless the contrary is proved shall be  taken as delivered on the second business  day following posting. Invoices and  statements are deemed received by the  Customer on the second business day  after posting by ordinary prepaid post. 

3.13 You must not transfer, assign,  encumber or loan any contracted staff  member and must not (except for the  unsafety jobsite / poor performance purpose) remove the contracted staff  member or allow it to be removed from  the site address notified to us for the use  of Labour Hire Services without the  written consent from us. 

3.14 You must not make any alter any  task or work schedule once is assigned to  our contracted member staff or interfere  with the Labour Hire Services without  consent by Supplier. 

3.15 You must ensure that the  contracted staff member works at a  safety jobsite. 

3.16 You agree that we are entitled to  assume that anyone appearing to be an  authorised person is authorised to sign a  schedule and enter into any dealings in  respect of this agreement. 

3.17 You agree that you understand the  work health and safety procedures and  proper use of the Regulations and Acts  that involve safety practices and have  received adequate training in their operation and use. 

4. REGISTRATION AND  ELIGIBILITY 

4.1 Anyone can browse listings on the  website, however, to hire services through  our website a customer must submit an  online request or contact us through our  phone lines. 

4.2 After a client makes a request to  hire services, we will check availability of  the services and contact the client directly  to confirm or deny the request. 

4.3 If the services requested by the  client are available, the client is required to pay the account by way of invoice/  account facility. In this regard, the client  must comply with the terms and conditions in relation to payment. 

5. ONLINE CUSTOMER  ACKNOWLEDGEMENTS

5.1 When a client makes an online  request to hire services, we retain  complete discretion to determine if we  will hire you the services as we see fit and  without explanation to you. 

5.2 A client acknowledges that the  services may not be available on the days  or at the time requested and we are under  no obligation to provide the services at  the time requested by you. We do not  warrant that services will be available on  the days or at the time in which you wish  to hire them. 

5.3 You acknowledge that in the event  we are unable to provide services, the  Supplier may in its discretion cancel the  order despite the order being accepted  by us. If we cancel the or services, the  client will be provided with a refund. We  will not be responsible for any loss or  damage arising out of the cancellation. 

5.4 In order for an online order to be  considered to commence on the following  

day, an order must be placed by 2pm on  the business day before the proposed  commencement date. 

5.5 We cannot guarantee that services  will be provided on weekends and or  public holidays or that Supplier will review  or process a request submitted on a  weekend and or public holiday. 

5.6 Each client must provide accurate  information when they make a quotation  request and agrees to keep this  information accurate, current, and  complete. 

5.7 We reserve the right to cancel or  suspend our services If the information  that has been provided by the client be  inaccurate or false. 

6. SERVICES 

6.1 The Services are as described on  the Price Lists, invoices, quotations, work  authorisation, hire schedule or any other  work commencement forms provided by  the Supplier to the Customer. 

6.2 The parties acknowledge that the  Supplier may supply Services or a  combination of Services to the Customer. 

6.3 The Customer agrees that it does  not rely on the information, skill, or  judgment of the Supplier in relation to the  suitability of the Services for a particular 

purpose. Any advice, recommendation,  information or assistance provided by the  Supplier in relation to the Service is  provided without any liability by the  Supplier whatsoever. 

6.4 The Customer agrees that the  Supplier relies on the instructions,  directions, information, skill and  judgement provided to the Supplier by  the Customer in order for the Supplier to  provide the Services. 

6.5 The Customer will have in place all  necessary insurance for the provision  Services to the Customer by the Supplier  in order to cover any loss, damage or costs  suffered or incurred by either the  Customer or the Supplier as a result of the  supply of the provision of Services. 

6.6 If the Supplier is unable to provide  the Services to the Customer, the Supplier  may in its discretion supply alternative services to the Customer. If the  alternative services are not suitable to the  Customer, the Supplier will not be liable  for any claims arising out of the Supplier’s  inability to supply the Services or  alternatives suitable to the Customer. This  is in addition to the Supplier’s rights to  decline to provide the Services to the  Customer. 

6.7 The Customer acknowledges that  the Supplier may hire Services from a third  party and in that event title to the 

Services remains with that third party. The  Customer agrees, upon reasonable notice,  to allow that third party to access the  location where the Services are located  from time to time to inspect the Services.  The Customer acknowledges and agrees  that if the Supplier’s agreement with that  third party terminates during the hire  period for any Hired Services, unless  otherwise agreed by the Supplier in  writing any hire of Hired Services by the  Supplier to the Customer under these  Terms will automatically terminate and  the Supplier may immediately recover  possession of the Hired Services from the  Customer. 

The Supplier will not be liable to the  Customer in any circumstance for any  claim that the Customer may have, or for  any loss or damage suffered, as a result of  such termination. 

6.8 The Customer acknowledges that  the Supplier may immediately cancel any  particular provision of Services to which  these Terms apply at any time before the  particular Services to which these Terms  relates are provided by giving written  notice to the Customer. The Supplier will  not be liable for any loss or damage  whatsoever arising from such  cancellation. 

6.9 If the Customer (or any entity  related to the Customer) has contact with an employee of the Supplier through or in  connection with the provision of Services,  and thereafter employs or engages that  employee during or within 12 months of  those Services being performed, then the  Customer agrees that it will pay to the  Supplier a placement fee. The placement  fee is calculated by reference to 10% of  the employee’s anticipated remuneration  with the Supplier. The Supplier can waive  the placement fee in its absolute  discretion. 


7. HIRED SERVICES

If the provision of Services from the  Supplier to the Customer includes Hired  Services, then the following additional  terms and conditions in this clause 7 apply: 

7.1 The Supplier agrees to provide  Labour Hired Services to the Customer for  the hire period between the  commencement date and the completion  date being the hire period, and the  Supplier will observe so far as practicable  these dates, but cannot guarantee strict  compliance as to the date and time, and  will not be under any liability which by law  cannot be excluded if the Customer’s  requirements are not met. 

7.2 The Customer must sign a hire  schedule and such other documents as  the Supplier may require in relation to the  Hired Services.  

7.3 Each hire schedule and such other  documentation are not a separate  contract but form part of these Terms  between the Supplier and the Customer,  together with any credit applications,  guarantee or other contractual  documents. 

7.4 The Supplier may in its sole  discretion determine that the off-hire  date is when the Hired Services become  off-hired and not at the end of any  specified hire period. Otherwise, the  Supplier may in its sole discretion, decide  whether to accept return of the Hired  Services before the end of the hire period.  Such an acceptance does not alter the hire  period and the Customer will remain liable  for all Prices payable to the Supplier  despite early return of the Hired Services. 

7.5 The Customer must ensure the  Hired Services are used for the purpose  for which they was designed. 

7.6 The Customer must properly  attach any operating or safety signs  supplied with the Hired Services and  ensure that they are visible, legible and  drawn to the attention of every person who works in the job site. 

7.7 The Customer agrees to perform  all necessary searches and checks to the  site on which the Hired Services will be  performed, including any “dial before you  dig” search.

7.8 The Customer agrees to pay the  cost of fuels and consumables in relation  to the Hired Services provided by the  Supplier and that are not returned to the  Supplier by the Customer. 

8. LABOUR HIRE 

If the provision of Services from the  Supplier to the Customer includes Labour  Hire, then the following additional terms  and conditions in this clause 8 apply: 

8.1 The minimum Labour Hire period  payable by the Customer is 4 hours. 

8.2 The Customer will provide the  Labour Hire with any specific tools,  equipment and consumables so required  to allow the performance of the work  required of the Labour Hire unless the  Customer requests the Supplier to inform  the Labour Hire to provide their own  specific tools, equipment and  consumables. If so, additional charges will  apply to the tools, equipment and  consumables that the Supplier supplies  via the Labour Hire to the Customer. 

8.3 The Customer will provide no less  than 8 hours notice of cancellation or  notice of postponement to the Supplier. If  such notification is made with less than 8  hours notice being given to the Supplier, a  

minimum of 4 hours’ cost will be payable  by the Customer. 

8.4 In the event of inclement weather  or any other emergency when a full  schedule of work (8 hours) is not  accomplished by the Labour Hire, a  minimum of 4 hours’ cost will be payable  by the Customer. 

8.5 The Customer recognises that the  Supplier makes every effort to maintain  high standards of integrity and reliability  among the Labour Hire. However, the  Supplier does not accept responsibility for  any claim, damage, expense or delay  arising from any failure by 

itself to provide the Customer with Labour  Hire for all or part of a booking or from any  lack of skill, negligence or misconduct in  relation to the Labour Hire provided to the  Customer. 

8.6 The hourly rate for Labour Hire  payable by the Customer must be agreed  upon between the Supplier and the  Customer, either verbally or in written  format. Acceptance by the Customer of  Services that include Labour Hire is  deemed to also be acceptance of such  reasonable Labour Hire hourly rate as determined by the Supplier in its sole  discretion, where no explicit rejection,  either verbally or written, of such hourly  rates has been provided by the Customer.  To be clear, the hourly rate of Labour Hire 

will not be less than the hourly rate of pay  that the Customer’s employees and/or  contractors receive for performing the  same or substantially similar work to that  to be performed by the Labour Hire. 

8.7 The Customer will charge the  Supplier a penalty hourly rate, and the  Supplier will pay that penalty hourly rate,  where the Supplier is required to pay the  Labour Hire assigned to the Customer a  penalty hourly rate, in accordance with  the following: 

a) Monday to Friday, between 6am  and 6pm 

first 8 hours at the agreed upon rate; 

b) Monday to Friday, between 6am  and 6pm after 8 hours at 1.5 times the  agreed upon rate; 

c) Monday to Friday, between 6pm  and 6am 

first 8 hours at 1.5 times the agreed upon  rate; 

d) Monday to Friday, between 6pm  and 6am after 8 hours at 2.0 times the  agreed upon rate; 

e) Saturday, first 2 hours at 1.5 times  the agreed 

upon rate; 

f) Saturday, after 2 hours at 2.0 times  the agreed upon rate; and 

g) Sunday and public holidays, at 2.0  times the agreed upon rate. 

8.8 The Customer must comply with all  laws applicable to each site at which  Labour Hire is utilised, including in relation  to the property, plant and equipment  made available by the Customer and  those employees of the Customer who  work with the Labour Hire. Without  limiting the generality of this  requirement, the Customer is responsible  for all inspections, permits and approvals  required by law and for ensuring that all  plant and equipment made available by  the Customer (including motor vehicles  and machinery) is registered where  required and meets all applicable  standards required by law. 

8.9 During the period of the Services,  the Customer must have adequate  insurance to cover loss or damage to the  Customer’s property or the property of  other persons including machinery, motor  vehicles and other plant and equipment  and death or personal injury (to the  Customer’s personnel or any other person  including the Labour Hire) caused or  contributed to 

by the Labour Hire whilst it is being  provided to the Customer. To be clear, this 

insurance must cover the Supplier and its  Labour Hire. 

8.10 The Customer will ensure that each  Labour Hire person maintains a timesheet  recording the number of hours worked,  and when those hours were worked. The  timesheet must be countersigned by the  Customer’s authorised representative at  the end of each week. 

8.11 Whilst the Supplier will use all  reasonable endeavours to meet the  Customer’s requirements and ensure the  quality of the Labour Hire, the Supplier is  not liable for any loss or damage  (including consequential loss or damage)  arising from any negligence, dishonesty,  carelessness or lack of skill of the Labour  Hire. 

8.12 To the extent that the Supplier’s  liability cannot be limited as provided in  these Terms, the Supplier’s liability is  limited to the Supplier supplying the  Services again or paying the actual market  value cost of replacing the supply of the  Services. 

8.13 The Customer is responsible for  the care and supervision of the Labour  Hire whilst they are providing Services to  the Customer. 

8.14 The Customer is responsible for  providing a safe and healthy workplace,  

and safe systems of work, for the Labour  Hire. 

8.15 The Customer is responsible for  the operation and/or use of any Hired  Goods by the Labour Hire. 

8.16 The Customer acknowledges and  agrees that it will comply with all  applicable occupational, health, safety,  environmental and associated legislation,  regulations and codes of practice. 

8.17 The Customer acknowledges and  agrees that it will provide a  comprehensive structured site and job  safety induction for the Labour Hire. 

8.18 The Customer acknowledges and  agrees that it will provide adequate  instruction and training to the Labour  Hire. 

8.19 The Customer acknowledges and  agrees that it will advise the Supplier prior  to any change in the nature of the tasks  undertaken, equipment operated, and  chemicals (or other consumables) used by  the Labour Hire. 

8.20 The Customer acknowledges and  agrees that it will adequately supervise  the Labour Hire at all reasonable times. 

8.21 The Customer acknowledges and  agrees that it will promptly advise the supplier of any incidents and injuries  involving the Labour Hire and assist in the  rehabilitation of the Labour Hire injured at  the Customers’ site by the provision of  suitable alternative duties. 

8.22 The Supplier may, from time to  time, attend the Customer’s site for the  purpose of carrying out occupational  health and safety inspections,  safety/toolbox meetings with the Labour  Hire on site and the investigation of  incidents and injuries. 

8.23 The Customer is responsible for  providing a workplace that complies with  all other legal requirements relating to  the work environment. 

8.24 If any issue arises concerning the  performance of any Labour Hire person or  any potential or alleged misconduct of any  Labour Hire person, the Customer must  immediately advise a senior Supplier  manager and the Customer must provide  the Supplier with reasonable access to the  Labour Hire person in question and  reasonable co-operation to enable the  Supplier to deal with the matter as the  Supplier considers appropriate. 

9. PRICING  

AGREEMENT 

9.1 The Prices of Services shall be  indicated on any Price List, invoice,  

quotation, delivery docket, hire schedule  or other commercial form provided by the  Supplier to the Customer in respect of  Services supplied, plus any transportation,  freight, postage, packaging, handling,  insurance and GST (where applicable, GST  will be charged at the appropriate rate at  the date of invoice). 

9.2 The Price shall be increased by the  amount of any GST and other taxes and  duties which may be applicable, except to  the extent that the taxes and duties are  expressly included in any quotation given  by the Supplier. 

9.3 The Customer must immediately  check all Prices, and any disputes in  relation to those Prices must be communicated to the Supplier in writing  within 7 days of the invoice date. In the  event that no communication is received  from the Customer within that 7 day 

period, the Prices are deemed to be  accepted by the Customer. 

9.4 The Prices for Hired Services is  calculated by multiplying the number of  days or weeks in the hire period by the  daily rate or weekly rate (as applicable), 

whether or not the Hired Services are  used in that period. 

9.5 If a minimum hire period applies in  relation to the Hired Services, then the  minimum Prices payable for the Hired Services are those in respect of that  period regardless of the off hire date. 

9.6 The Supplier may charge additional  costs for the Hired Services at the daily  rate for periods during which the Hired  Services are being delivered to or  collected from the Customer or during  which the Supplier is unable to deliver or  collect the Hired Services through no fault  of its own or during periods when the  Hired Services are unavailable for hire by  the Supplier due to damage caused by the  Customer. The imposition of these  additional costs does not mean that the  Supplier agrees to extend the hire period  for the Hired Services. 

9.7 In relation to Services that include  Labour Hire, the following applies: 

a) All Prices include worker  compensation insurance, public liability  insurance, payroll tax and superannuation. 

b) The Supplier will render invoices to  the Customer for the Labour Hire at  intervals as it sees fit upon receipt of any  timesheets in respect of the 

Labour Hire who have prepared those  timesheets. The Customer agrees to pay  such invoices in accordance with any  payment terms identified on those  invoices or these Terms. 

c) All such invoices are a claim for  payment under the Building and  

Construction Industry Security of  Payment Act 1999. 

9.8 Where the Price of the Services has  been quoted by the Supplier that Price  shall be binding upon the Supplier  provided that the Services are delivered 

and/or provided to the Customer, and  accepted by the Customer, within thirty (30) days of the invoice, quotation,  delivery docket or other commercial form.  The Customer agrees to pay those Prices. 

9.9 Notwithstanding any prior  acknowledgment by the Supplier of the  Price of Services, the Prices specified for  Services may at the Supplier’s option be  subject to the Supplier’s own prices and  charges in effect at the time of delivery. For example, the Supplier shall be entitled  to alter the Price of Services in the invoice  or Price as a consequence of currency  fluctuations, taxes, customs duty or other  government imposts. Further, the  Supplier is entitled to revise its Prices and  related charges without prior notice being  given to the Customer. The Supplier may  also revise its Prices and any related  charges in circumstances where the  Supplier incurs further costs or such  charges as a result of non-disclosure of  information by the Customer to the  Supplier, unforeseen Customer site  problems or incorrect physical dimensions, weights or distances given by the Customer and relied on by the  Supplier. 


10. ACCOUNT TERMS

10.1 Unless otherwise agreed in writing  by the Supplier, the Customer shall pay for  all Goods delivered at the time of delivery  of the Services. 

10.2 Unless otherwise agreed in writing  by the Supplier, the Customer shall pay for  all Services performed within 7 days of  such performance. 

10.3 At the Supplier’s sole discretion a  non-refundable deposit may be required  from the Customer. 

10.4 The Customer shall not set off  against the Price amounts due from the  Supplier. 

10.5 In the event that: 

a) the Supplier retains possession or  control of the Services; and 

b) payment of the Price is due to the  Supplier; 

10.6 The Supplier will be entitled to set  off against any money owing to the  Customer amounts owed to the Supplier  by the Customer on any account  whatsoever. 

10.7 Payment for Services must be  made by cash, or by cheque, or by bank  cheque, or by direct credit, or by credit  card, or by any other method as agreed to  between the Customer and the Supplier.  Payments will be applied to outstanding  invoices of the Customer at the sole  discretion of the Supplier. The Supplier  reserves the right to charge a credit card  handling fee at its discretion and at rates  advised by the Supplier from time to time. 

10.8 If the Customer does not pay the  Supplier by the due date, the Customer  shall pay interest on monies due, charged  on a daily basis at 12% per annum from the  date of the invoice until the actual date of  payment. If the Customer has a credit  account with the Supplier, the Supplier  may debit the Customer for any interest  that accrues at such other times that it  chooses. 

10.9 If the Customer does not pay the  Supplier by the due date, the Customer  shall pay to the Seller an administration  fee which shall be the greater of $50.00 or  10.00% of the amount overdue on an  unpaid invoice. The Customer and the  Supplier agree that the administration fee  is a reasonable liquidated cost of  administering an abnormal payment and  the Supplier may debit the Customer at  such other times that it chooses for such  administration fees.

10.10 The Customer shall pay any legal  costs (on a solicitor/Customer indemnity  basis), stamp duties and other expenses  payable on these Terms or any credit  application, guarantee or other security  documents to the Customer for payment  of the Price and the Supplier has not  received the Price for the Goods, then  whether property in or title to the Goods  has passed to the Customer or has  remained with the Supplier, the Supplier  may dispose of the Goods and may claim  from the Customer any loss to the  Supplier on such disposal. 

11. INTELLECTUAL  PROPERTY 

11.1 Where the Supplier has designed,  drawn, written, prepared, manufactured  or hired Goods for the Customer, then the  copyright (or any other attaching  intellectual property right) in those  designs and drawings, prototypes,  productions, documents and Goods shall  remain vested in the Supplier, and shall  only be used by the Customer at the  Supplier’s discretion. 

Where the Customer has supplied  drawings, designs or concepts for Goods  to be supplied by the Supplier, the  Customer warrants that all designs or  instructions provided to the Supplier will  not cause the Supplier to infringe any  

patent, registered design or trademark in  the execution of the Customer’s order,  and the Customer agrees to indemnify the  Supplier against any action taken by a  third party against the Supplier in respect  of any such infringement. 

12. DELIVERY OF SERVICES 

12.1 Services will be delivered or  deemed to be delivered when they are  delivered to the delivery place nominated  by the Customer, included to any third  party’s address. If no such address is  nominated then delivery will be deemed  to occur at the time when the Goods are  ready for collection at the Supplier’s  premises. The Supplier will endeavour to  deliver the Goods on or before the Quoted  Date. The Customer must ensure that  there is an authorised person available to  accept the Goods upon delivery. 

12.2 The Customer recognises that the  Supplier is not a common carrier and does  not accept the obligation as such.  Therefore the Supplier may refuse the  handling, lifting and/or carriage of Goods,  including Hired Goods, for any person in  its sole discretion and without being  bound to give reason to the Customer for  such refusal.

12.3 The Customer shall pay to the  Supplier packing, crating and delivery  charges in accordance with the Supplier’s  current rates, as at the date of dispatch. If  there is no current rate, then a reasonable  delivery charge shall be paid by the  Customer. 

12.4 The Supplier reserves the right to  make a reasonable charge for storage if  delivery instructions are not provided by  the Customer within 14 days of a request  by the Supplier for such information. 

12.5 The Customer authorises the  Supplier to deliver Goods to the place  nominated by the Customer and to leave  the Good at such place whether or not any 

person is present to accept delivery. The  Supplier shall not be liable on any basis  whatsoever for loss suffered by the  Customer after delivery of the Goods to  the nominated delivery place. 

12.6 The Supplier shall not be obliged to  obtain a signed receipt or other  acknowledgement from any person at the  nominated place for delivery but if a  signed receipt or other acknowledgement  is obtained from someone believed by the  Supplier to be authorised by the Customer  to sign or otherwise take delivery, then  such signed receipt or other acknowledgement shall be conclusive  evidence of the Customer’s acceptance of  the Goods delivered. 

12.7 Any notified times for delivery are  estimates only and the Supplier shall not  be liable to the Customer for any failure to  deliver or for delay in delivery of Services occasioned by strike, lockout or other  industrial dispute, shortage of stock,  shortage of labour, lack of skilled labour,  delays in transit, fire, flood, hostility, civil  commotion or any other cause  whatsoever whether or not beyond the  control of the Supplier. 

12.8 The Customer shall not be relieved  of any obligation to accept or pay for  Services by reason of any delay in delivery. 

12.9 The Supplier reserves the right to  deliver Services by instalments and each  instalment shall be deemed to be sold  under a separate contract. Failure to  deliver any instalment or deliver any  instalment on time shall not be a  repudiation of the contract and will not  entitle the Customer to determine the  contract in whole or in part. 

12.10 The Supplier shall not be liable to  the Customer for any loss or damage  attributable to failure by the Supplier to  deliver the Services. 

12.11 Where the Supplier cannot access  the Customer’s address to deliver the  Services, the Services shall be delivered  and left as close as practicable to the  Customer’s address. Or in the event the  Customer requests the Supplier to enter a property to deliver the Services, then the  Supplier accepts no responsibility for any  damage caused by the Supplier in doing  so. 

12.12 Unless agreed otherwise in writing,  prior to delivery, the unloading of Services is the Customer’s responsibility. The  Supplier is not responsible for any  damage resulting from the unloading of  Services by the Customer, or by anyone on  its behalf. 

12.13 In relation to Hired Services: 

a) The Customer agrees that it is their  responsibility to collect and return the  Hired Services from and to the Supplier.  The Customer must arrange for labour  necessary to load and unload the Hired  Services from any delivery vehicle. If the  Customer or its authorised persons are  not at the delivery site the Supplier may  elect to unload the Hired Services which  will be at the Customer’s risk from the  time of delivery. 

b) The Customer agrees that if the  Supplier agrees to collect the Hired Goods  from the Customer’s premises, the Hired  Goods must be left in an appropriate,  easily identifiable and accessible area and  the Supplier will not be deemed to have  accepted return of the Hired Goods in  good repair and condition until such time  as the Hired Goods have been fully  

inspected by the Supplier at its depot  following such collection. 

13. PROPERTY AND RISK

13.1 The Services shall be at the sole  risk of the Customer as soon as they are  dispatched from the Supplier’s premises. 

13.2 The Supplier may mark or label the  Goods to identify the Goods in any  manner which the Supplier considers  appropriate. 

13.3 At no time does Property in and  title to Hired Services ever pass to the  Customer. 

13.4 Property in and title to Services being sold to the Customer (i.e. excluding  Hired Goods) will not pass to the Customer until such time as the Price and  all other amounts owed to the Supplier by  the Customer have been paid for in full  and the Customer has complied with  these Terms and until then: 

a) the Customer will hold the Services as trustee and agent for the Supplier; 

b) the Services must be stored  separately and in a manner enabling them  to be identified as Services of the Supplier  and cross-referenced to particular  invoices and the Customer acknowledges  that if it should process or mix the  Services with other products or items such that the Services are no longer  separately identifiable then the Customer  and the Supplier will be owners in  common of the new product; 

c) the Customer may sell the Services in the ordinary course of its business as  trustee and agent of the Supplier and will  hold the proceeds of sale in a separate  account on trust for the Supplier and  account to the Supplier for those  proceeds; and 

d) the Supplier may require the  Customer to return the Services to the  Supplier or its authorised 

13.5 If any of the Services are damaged  or destroyed prior to property in and title  to the Services passing to the Customer,  the Customer hereby assigns to the  Supplier all insurance proceeds payable to  the Customer for the loss or damage of  the Services. The Customer shall at the  time that it makes any claim on an insurer  in connection with the loss or damage to  the Services notify that insurer of the  assignment of rights pursuant to this  clause. 

13.6 Unless agreed in writing by the  Supplier, the Supplier will not accept any return of Services that are being sold to  the Customer. 

13.7 Services that are accepted for  return by the Supplier will attract a charge  to the Customer to cover restocking and  repackaging charges. The amount of this  charge will be determined by the Supplier  but will be not less than 15% of the price of  the Services. Such charge shall be  deducted from the amount or credit  allowed. The original invoice number and  a copy of the original invoice must  accompany all Goods returned to the  Supplier. The Supplier, in its sole  discretion, may request immediate  payment of this charge by the Customer  upon return of the Services. 

13.8 The Customer shall insure the  Services (including any Hired Goods)  against theft or any damage until such  Services have been paid for, or until they  are sold by the Customer, or until the  Hired Services have been returned to the  Supplier, whichever occurs first, and the  Supplier will be entitled to call for details  of the insurance policy. If the Customer  does not insure the Services or fails to  supply details of its insurance policy the  Customer will reimburse the Supplier for  the cost of any insurance which the  Supplier may reasonably arrange in  respect of the Services supplied to the  Customer.

13.9 The Customer agrees to store the  Services in good and serviceable  condition, and in such a manner as to  identify that the Services remain the  property of the Supplier until the  conditions in clause 11.4 are met, and the  Customer agrees to keep complete  records as to the use and sale to third  parties of such Services. 

14. CLAIMS FROM  CUSTOMER 

14.1 Subject to clause 12.5, all claims by  the Customer relating to failure by the  Supplier to comply with an order of the  Customer whether due to shortfall,  defect, incorrect delivery or otherwise  must be made by written notice to the Supplier within seven (7) days of the date  of delivery. If the Customer fails to  provide such notice within seven (7) days  then the Customer shall be deemed to  have accepted the Services and shall not  be entitled to make any claim against the  Supplier. 

14.2 These Terms shall not exclude, or  limit the application of any provisions of  any statute including any implied  condition or warranty the exclusion of 

which would contravene any statute  (including the Australian Consumer Law)  

or cause any part of this clause 14 to be  void or unenforceable. To the extent  permitted by law all conditions,  warranties and undertakings are  expressly excluded. 

14.3 Unless the Services supplied by the  Supplier are of a kind ordinarily acquired  for domestic household or personal use or  consumption, the Supplier’s liability under  clause 14.2 for breach of a non-excludable  condition or warranty is limited at the  Supplier’s option, to any one of the  following: 

a) in the case of Services: 

(1) the replacement of the Services or  the supply of equivalent Services; 

(2) the repair of the Services; 

(3) the payment of the cost of  providing replacement Services or of  acquiring equivalent Services; or 

(4) the payment of the cost of having  the Services repaired. 

b) in the case of Services: 

(1) the supplying of the Services again;  or 

(2) the payment of the cost of having  the Services supplied again. 

14.4 Subject to clause 14.2 the Supplier  shall not be liable for any direct or indirect 

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

loss whatsoever including consequential  loss, loss of profits, loss of opportunity or  loss of use. 

14.5 The Supplier shall not be liable for  any defect or damage which may be  caused or partly caused by or arise as a  result of: 

14.6 The Customer failing to properly  maintain or store any Services 

a) The Customer using the Services for any purpose other than that for which  they were designed; 

b) The Customer continuing the use  of any the Services after any defect  became apparent or should have become  apparent to a reasonably prudent  operator or user; 

c) The Customer failing to follow any  instructions or guidelines provided by the  Supplier; or 

d) Fair wear and tear, any accident or  act of God. 

15. GST 

15.1 In this clause the expressions  “GST”, “Input tax credit”, “tax invoice”,  “recipient” and “taxable supply” have the  meanings given to those expressions in  the A New Tax System (Goods and  Services Tax) Act 1999. 

15.2 With the exception of any amount  payable under this clause, unless  otherwise expressly stated all amounts  stated to be payable by Customer under  these Terms are exclusive of  GST.acknowledgement shall be  conclusive evidence of the Customer’s  acceptance of the Goods delivered. 

15.3 If GST is imposed on any supply  made under or in accordance with these  Terms, the recipient of the taxable supply  must pay the Supplier an additional  amount equal to the GST payable on or for  taxable supply. Payment of the additional  amount will be made at the same time as  payment for the taxable supply subject to  the provision of a tax invoice. 

16. DEFAULT  

BYCUSTOMER  

ANDTERMINATION 

16.1 In the event of: 

a) any default or failure by the  Customer in making due and punctual  payment to the Supplier of any moneys  owing by the Customer: 

b) an administrator, liquidator or  provisional liquidator is appointed in  respect of the Customer; 

c) a receiver and manager,  administrator or controller is appointed in

respect of any assets or groups of assets  of the Customer; 

d) the Customer goes into  bankruptcy or is wound up; 

e) the Customer becomes, admits in  writing that it is, or is declared by a court  to be unable to pay its debts as and when  they fall due; 

f) there is a breach by the Customer  of any of these Terms, 

g) the Customer offers the Services for sale through the internet, then all  monies payable by the Customer to the  Supplier shall become immediately due  and payable notwithstanding the due  date of payment shall not have expired,  and the Supplier may without prejudice to  any other rights it may have do any or all  of the following: 

(1) withdraw any credit facilities which  may have been extended to the  Customer; 

(2) withhold any further deliveries of  Goods; 

(3) in respect of Services already  delivered onto the Customer’s premises  enter onto those premises and recover  and resell the Services; 

(4) recover from the Customer the  cost of materials or Services acquired for  the purposes of future delivers; 

(5) any discount, markdown, reduction  or special price, previously offered  by the Supplier to the Customer may be  withdrawn, or cancelled, and the Price  shall become the Supplier’s standard  Price as at the date of the original sale;  and/or 

(6) cease to supply Services (Labour  Hire) to the Customer. 

16.2 The Customer agrees to pay to the  Supplier all losses, damages, costs and  other expenses whatever suffered by the  Supplier as a result of any Customer event  noted in clause 16.1 

17. TRUST  ANDTRUSTEES 

17.1 Where the Customer is a trustee: 

a) the Customer agrees to produce a  stamped copy of the trust deed (with all  amendments) and accounts of the trust if  and when requested by the Supplier. 

b) the Customer warrants that it has  full power and authority to enter into this  agreement on behalf of the trust and that  it shall be bound by these Terms both 

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

personally and in their capacity as trustee  irrespective of whether or not it discloses  to the Supplier that it is a trustee at the  time of entering into any credit  agreement with the Supplier. 

c) the Customer warrants that the  trust has agreed to indemnify the trustee  in respect of all liability incurred by the  trustee pursuant to this agreement. 

d) the trustee of the trust  acknowledges that it has entered into this  agreement in its capacity as trustee of the  trust and also in its own capacity. 

18. COVENANTS  BYTHECUSTOMER 

18.1 Fixed and Floating Charge 

a) in consideration of the Supplier  selling or hiring to the Customer Goods on  credit, the Customer as beneficial owner  does hereby charge all and every  undertaking and all of its assets (including  rights, titles and interests) of whatsoever  nature and wheresoever situate both  present and future with the payment to  the Supplier of all moneys now or  hereafter to become owing or payable to  the Supplier by the Customer or  enforcement of these Terms. 

b) the charge hereby created (“the  Charge”) shall operate as: 

(1) a fixed charge as regards to  freehold and leasehold property, uncalled  capital, engines, machinery, plant, stock,  books of account, debts, vouchers and  other documents relating in any way to  the business transactions of the Customer  and all securities negotiable or otherwise,  shares and 

documents evidencing title to or right to  possession of any property and whether  or not deposited with the Supplier by the  Customer and the property mentioned in  any such documents; 

(2) as a floating charge in respect of all  other assets hereby charged. 

c) the Customer shall immediately  upon demand made on it by the Supplier  execute in favour of the Supplier a deed of  fixed and floating charge containing such  covenants as the Supplier may reasonably  require including without limitation the  provisions of the Supplier’s standard form  of deed of fixed and floating charge. 

18.2 Mortgage 

a) the Customer shall immediately  upon demand being made upon it by the  Supplier execute in favour of the Supplier  as mortgagee, a mortgage payable on  demand in registrable form over all or any  part of the freehold or leasehold land of 

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

the Customer referred to in Clause 16.2  hereof (“the Mortgage”) containing such  covenants as the Supplier may require  including without limitation the covenants  contained in Memorandum 2447323  presently filed in the New South Wales  Land Property Information in respect of  real property situate in New South Wales  or in the case of real property in other  jurisdictions, the provisions of the  Supplier’s standard form of mortgage. 

b) the Supplier shall be entitled to  lodge a caveat in respect of the  agreement to grant a mortgage  contained in Clause 18 or the Mortgage or  in respect of all or any of the real property  of the Customer charged to the Supplier  under Clause 18.1. The Customer shall not  object to the lodgement of the said  caveat or take any steps to have any such  caveat removed from the Land Titles  Office register. 

18.3 Future Assurances 

At the cost of the Customer, the Customer  shall from time to time at the written  request of the Supplier execute any deed, dealing, assurance or other document  which the Supplier shall in its absolute  discretion require the Customer to  execute and do all such other acts,  matters and things as the Supplier shall  consider reasonable for the purpose of  preserving, perfecting or protecting the  

Charge and the Mortgage or more  effectively securing the powers,  remedies, rights, declarations and  authorities of the Supplier under the  Charge and/or the Mortgage. 

18.4 The Customer indemnifies the  Supplier from and against all of the  Supplier’s costs and disbursements  including legal costs on a solicitor and own  Customer basis incurred in exercising the  Supplier’s rights under this clause 18. 

18.5 The Customer herby acknowledges  and agrees that the Supplier has a lien  over all Goods in its possession belonging  to the Customer to secure payment of any  or all amounts outstanding from time to  time. 

18.6 Power of Attorney 

The Customer hereby irrevocably  appoints the Supplier and every  authorised officer of the Supplier jointly  and each of them severally the attorney of  the Customer for the purpose of doing  either in the Customer’s name or in the  name of the attorney and in either cases  as the Customer’s act and deed all such  acts, matters and things as the attorney  from time to time considers necessary or  expedient for the purpose of carrying into  effect all the powers and authorities  herein contained and without limiting the  power and authority:

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

a) do any act including the execution  of the Charge and/or the Mortgage and  the execution of such documents as may  be necessary to register the Charge  and/or the Mortgage in the Customer’s  name as mortgagor pursuant to this  application; 

b) to execute and deliver on behalf of  the Customer a lease of the said freehold  or leasehold land of the Customer or any  part thereof for such period as the  Supplier may think fit; 

c) to bring, proceed with, defend or  compromise any legal proceedings on  behalf of the Customer in connection with  the said land or property the subject of  the Mortgage and to execute and appeal  from any judgment or judgments in  connection therewith. 

18.7 The Customer warrants that all  statements made and documents  provided in connection with this  agreement and all representations that  the Customer has made or may make  during the Terms to the Supplier are true  and correct. 

18.8 The Customer warrants that the  credit account is required for the  Customer’s business or commercial  purposes and will not be used for  personal, domestic or household  purposes. 

18.9 The Customer acknowledges that  the Supplier has relied on the correctness  of these warranties in approving the  credit application and continues to rely on  these warranties in it further dealings  with the Customer. 

19. PERSONAL  PROPERTY SECURITIES  ACT 

2009 (PPSA) 

19.1 In this clause: 

a) financing statement has the  meaning given to it by the PPSA; 

b) financing change statement has  the meaning given to it by the PPSA; 

c) security agreement means the  security agreement under the PPSA  created between the Customer and the  Supplier by these Terms; and 

d) security interest has the meaning  given to it by the PPSA. 

19.2 Upon assenting to Terms in writing  the Customer acknowledges and agrees  that these Terms:}

a) constitute a security agreement  for the purposes of the PPSA; and 

b) create a security interest in: 

(1) all Goods previously supplied (sold,  hired or otherwise) by the Supplier to the  Customer (if any); and 

(2) all Goods that will be supplied  (sold, hired or otherwise) in the future by  the Supplier to the Customer. 

19.3 The Customer undertakes to: 

a) promptly sign any further  documents and/ or provide any further  information (such information to be  complete, accurate and up-to-date in all  respects) which the Supplier may  reasonably require to: 

(1) register a financing statement or  financing change statement in relation to  a security interest on the Personal  Property Securities Register; 

(2) register any other document  required to be registered by the PPSA; 

(3) correct a defect in a statement  referred to in clause 19.1(a) or 19.1 (b); 

(4) comply with section 275 of the  PPSA. 

b) indemnify, and upon demand  reimburse, 

the Supplier for all expenses incurred in  registering a financing statement or  financing change statement on the  Personal Property Securities Register  established by the PPSA or releasing any  Goods charged thereby; 

c) not register a financing change  statement in respect of a security interest  without the prior written consent of the  Supplier; 

d) not register, or permit to be  registered, a financing statement or a  financing change statement in relation to  the Goods in favour of a third party  without the prior written consent of the  Supplier; and 

e) immediately advise the Supplier of  any material changed in its business  practices of selling the Goods which  would result in a change in the nature of  proceeds derived from such sales. 

19.4 The Supplier and the Customer  agree that sections 96, 115 and 125 of the  PPSA do not apply to the security  agreement created by these Terms. 

19.5 The Customer hereby waives its  rights to receive notices under sections  95, 118, 121(4), 130, 132(3)(d) and 132(4) of the  PPSA.

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

19.6 The Customer waives its rights as a  grantor and/ or a debtor under sections  142 and 143 of the PPSA. 

19.7 Unless otherwise agreed to in  writing by the Supplier, the Customer  waives its right to receive a verification  statement in accordance with section 157  of the PPSA. 

19.8 The Customer shall unconditionally  ratify any actions taken by the Supplier  under clauses 19.3 to 19.7. 

19.9 The Customer must not dispose or  purport to dispose of, or create or purport  to create or permit to create any security  interest in the Services other than with  the express written consent of the  Supplier. The Customer must not lease,  hire, bail or give possession (“sub-hire”) of  the Services to anyone else unless the  Supplier (in its absolute discretion) first  consent in writing. If the Supplier does  consent any such sub-hire must be in  writing in a form acceptable to the  Supplier and must be expressed to be  subject to the Supplier’s rights under  these Terms. The Customer may not vary  a sub-hire without the prior written  consent of the Supplier (which may be  withheld in its absolute discretion). 

19.10 The Customer must ensure that  the Supplier is provided at all times with  up-to-date information about the sub-hire  including the identity of the sub-hiree, the  

terms of and state of accounts and  payment under the sub-hire and the  location and condition of the Services. 

19.11 The Supplier must take all steps  including registration under the PPSA as  may be required, to ensure that any  security interest arising under or in  respect of the sub-hire is enforceable,  perfected and otherwise effective under  the PPSA, enabling the Customer to gain  (subject always to the Supplier’s rights)  first priority (or any other priority agreed  to by the Supplier in writing) for the  security interest, and enabling the  Customer and the Supplier to exercise the  Customer respective rights in connection  with the security interest. 

19.12 To assure performance of the  Customer’s obligations under this clause  the Customer hereby gives the Supplier  an irrevocable power of attorney to do  anything the Supplier considers necessary  to protect its interest in the Services. The  Supplier may recover from the Customer  the cost of doing anything under this  clause, including registration fees.


20. LIMITATION OF  LIABILITY  ANDINDEMNITY 

20.1 The Supplier agrees that all Services shall be at the Customer’s sole  risk and the Supplier will not be liable for  any loss, damage or injury that the  Customer may incur or that may arise  from any cause whatsoever including any  fault or other defect in provision of  Services. 

20.2 The Customer agrees that the  Supplier is not liable for any special,  indirect or consequential loss arising in  any way in respect of the Services or their  use, or in respect of any Services provided  and this exclusion of liability applies  whether that loss or liability arises at  general law or under these Terms and  whether or not including loss or liability  arising as a consequence of negligence. 

20.3 The Supplier is not liable for any  loss or damage to any property or for  death or personal injury (to the  Customer’s personal or any another  person) caused or contributed to by the  Labour Hire (whether by negligence or  otherwise) during the provision of any  Services to the Customer. 

20.4 The Customer accepts full  responsibility for, and indemnifies the  Supplier against all claims in respect of  any injury to persons, or damage to  property, arising out of the use of the  Services however arising, whether from  the Customer’s negligence or that of the  Supplier and without limiting the  foregoing whether or not the Services were being operated or transported by an  agent or servant of the Supplier’s or any  other person for whose acts the Supplier  may be held to be responsible for. 

20.5 The Customer agrees to indemnify  the Supplier for any costs or loss or  damage incurred in recovering Services,  whether those Services were abandoned,  unlawfully detained or otherwise not  returned to the Supplier in accordance  with these Terms. 

20.6 Without limiting the Supplier’s  liability at law in tort, the Customer agrees  to indemnify, and keep indemnified, the  Supplier and its directors, officers, agents  and assigns against any liability for any  claims made against the Supplier, or  employees, arising out of or in connection  with any breach by the Customer of this  application or these Terms, or any loss,  damage or injury suffered by a third party,  caused by any negligence, or deliberate  act, by the Labour Hire in the course of  performing Services for the Customer.

20.7 Where the Supplier gives advice,  recommendations, information,  assistance and/or service to the Customer  regarding the suitability or purpose of the  Services, or in connection with the design,  delivery times, dimensions, installation or  use of the Services, then it is given in good  faith and the Supplier shall not be liable in  any way whatsoever for any damages,  losses or costs however arising resulting  from the Customer relying on any such  advice, recommendations, information,  assistance and/or service. 

21. ACKNOWLEDGMENT

21.1 Each of the Customer and the  Directors hereby 

acknowledge, affirm and agree that: 

a) this application has been provided  to the Supplier to enable each of the  Customer and the Directors to take it  away and read it so that they may fully  understand and comprehend the terms  conditions and provisions contained  herein; 

b) they have read, fully understand  and comprehend the terms, conditions  and provisions contained in this  application; 

c) they have been advised by the  Supplier prior to the execution of this  application that a copy of this application  form containing the forms of this  application has been provided to the  Customer and each Director to enable  them to obtain independent legal advice  and they have take such advice as to us  has seemed appropriate; 

d) they have full power and authority  to enter into this agreement; 

e) this agreement is signed and  delivered as a Deed; the Supplier will rely  on all information given to the Supplier by  the Customer and the Directors and this  information is true and correct. 

22. USE OF ONLINE  ACCOUNT 

22.1 The Supplier reserves the right to  refuse to supply Services to any client and  to terminate a client’s account, including a  client’s online account and registration. 

22.2 If it becomes known to the Supplier  that there are any fraudulent activities  occurring through the use of the website,  the Supplier reserves the right to  immediately terminate any account  involved in such fraudulent activity and if  necessary contact the relevant authorities

SIMPLY WORKFORCE CO – TERMS AND CONDITIONS ABN: 35 662 385 113 

and provide all necessary assistance to  law enforcement agencies. 

22.3 The Supplier reserves the right to  terminate a user’s account, including any  online account should the user in the  Supplier’s views committed a breach of  these terms and conditions. 

23. USER GENERATED  CONTENT 

23.1 A client or guest user after renting  a good and or service is requested to  provide feedback on an optional basis and  if they provide feedback this will be  published on the website. 

23.2 By making available on the site, any  User generated content or intellectual  property, the author acknowledges that  they grant to the Supplier a worldwide,  irrevocable, perpetual, non-exclusive,  transferable, royalty-free licence to the  content that has been generated and  intellectual property. This includes  granting the Supplier with the right to use,  copy, adapt, modify, distribute, licence,  sell, transfer, publicly displace, publicly  perform, transmit, stream, broadcast,  access, or otherwise exploit such user  content ads intellectual property on the  website. 

23.3 The User is solely responsible for all  user content and intellectual that it makes  available through the site and in doing so  warrants that: 

I. It is either the sole and exclusive  owner of all the user content and  intellectual property that it generates on  the site, or has the rights, licences,  consents and releases that are necessary  to grant to the Supplier the rights in such  user content or intellectual property; 

II. He or she will not submit any  content that is false, inaccurate or  misleading, infringes, or violates or third  party’s patent, trademark, trade secret,  copyright, moral rights or other  intellectual property or rights 

of publicity or privacy or result in the  violation of any applicable law or  regulation; 

III. That violates any law, stature or  regulation; 

IV. That could be considered to be  defamatory, hateful, libelous, racially or  religiously biased or offensive, unlawfully  threatening or unlawfully harassing to any  individual, partnership or corporation; 

V. The Supplier may at its sole  discretion remove any content generated  by a user which is offensive, inappropriate  or a breach of these terms and conditions;

VI. Content for which you have been  compensated or granted any  consideration by a third party; 

VII. Will not publish any content that  contains computer viruses, worms or  other potentially damaging programs or  files; 

VIII. Material that contains any  information that includes a reference to  other websites, addresses, contact  information including email addresses  and phone numbers. 

23.5 You agree to indemnify the  Supplier against all claims, demands and  damages arising out of a breach of your  representations and warranties set forth  above or your violation of any law or the  rights of any third party. 

24. ACKNOWLEDGMENT 24.1 Each of the Guarantor/s hereby  acknowledge, 

affirm and agree that he/she: 

a) Had an opportunity to and sought  independent 

legal advice before entering into the  Guarantee and Indemnity; 

b) The nature of the Guarantee and  Indemnity; 

c) The liability which the Guarantor  would incur by executing the Guarantee  and Indemnity; and 

d) The manner in which such liability  could be enforced. 

25. ASSIGNMENT AND NOVATION 

25.1 The Supplier may at any time  assign, novate or otherwise dispose of or  deal with its rights and obligations under  these this Guarantee by notice in writing  to the Guarantor/s. The Guarantor/s  agrees that any order for the purchase of  Goods submitted by the Customer to the  Supplier after the date of a notice of  assignment will be deemed to be an  acceptance of such assignment. 

26. LAWS TO GOVERN  PROVISIONS OF THE GUARANTEE  AND INDEMNITY 

26.1 This Guarantee and Indemnity shall  be governed by and construed in  accordance with the laws of New South  Wales.