1. INTERPRETATION

This agreement is governed by the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of that state. In the interpretation of this agreement:

  1. References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
  2. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
  3. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
  4. Parties must perform their obligations on the dates and times fixed by reference to the capital city of Queensland;
  5. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
  6. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
  7. References to a party are intended to bind their executors, administrators and permitted transferees; and
  8. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.

2. APPOINTMENT

In consideration of the Client paying the Consultant in accordance with rates of pay set out in the schedule, the Consultant agrees to provide the services during the contract term in accordance with the provisions of this agreement. The Client acknowledges and agrees that the Consultant may employ its own staff. The client agrees by signing these terms and conditions that the specification provided within this pack have been accepted as the job description and needs of the business. Any changes to these are to be made in writing and additional fee’s may be charged.

3. PROVISION OF SERVICES

The parties agree that the Consultant must:

  1. Exercise all due care, skill and attention in providing the services;
  2. Do all things necessary to ensure that the services are provided to the reasonable satisfaction of the Client;
  3. Ensure that the services are rendered in compliance with any relevant codes, standards and regulations;
  4. Maintain a safe environment for customers, guests and staff;
  5. Ensure that the services are carried out in a proficient manner by trained and qualified staff;
  6. Comply with all legal requirements as may from time to time apply to the provision of the services; and
  7. Perform the key service responsibilities set out in the schedule.

4. DURATION OF CONTRACT TERM

The parties agree that the Consultant must carry out and perform the services for the Client for the period set out in the schedule.

5. PAYMENT AND INVOICING

  1. Subject to the Consultant performing the services in accordance with the terms of this agreement, the Client shall pay the Consultant in accordance with the rates of pay set out in the schedule in the manner and at the times provided for in this agreement.
  2. Invoices will be issued in advance with first invoice to be paid upfront by the client prior to any work commencing.
  3. Where the Consultant is entitled to invoice the Client for all or part of the amount owed to the Consultant, such invoices must be paid by the Client within terms as detailed upon invoice. The Client reserves the right to question any invoice presented, require correction of any error and receive a refund of any overpayment, regardless of when the overpayment occurred.
  4. Should accounts become past due, there will be a 5% interest charge per month applicable up until payment is made.

6. PROVISION OF LABOUR AND EQUIPMENT OF THE CONSULTANT

Subject to this clause, the Consultant must provide at its own cost and expense all labour with appropriate training and skills, resources and equipment necessary to perform the services in accordance with this agreement.

7. COMPLIANCE WITH DIRECTIONS

The Consultant must comply with and must ensure that its employees at all times when providing the services comply with:

  1. Any qualification and accreditation requirements as determined by the Client;
  2. All reasonable instructions and directions of the Client or its employees;
  3. All statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the services;
  4. Generally accepted standards of good and proper conduct and behavior; and
  5. The Client’s policies in force from time to time, including its work health and safety policies and procedures.

8. WORK HEALTH AND SAFETY

The Consultant must ensure that it and its employees comply with the requirements of all relevant work health and safety legislation or regulations in relation to the provision of the services.

9. ACCIDENTS AND HAZARDS

The Consultant must not create or leave unattended any hazards, accidents and injuries. All hazards, accidents and injuries must be reported immediately to the Client. All potential hazards, accidents and injuries which the Consultant has noticed, whether caused by the Consultant or not, must be reported to the Client’s representatives as soon as possible and no later than the next business day. Where the acts or omissions of the Consultant cause loss, damage or injury to third parties the Consultant must promptly deal with any third-party claims.

10. RISK

The Consultant must ensure that its employees and members of the general public are not exposed to risk to their health or safety arising from the provision of the services.

11. REPORTS

The Client may request reports in writing from time to time, but not more frequently than monthly, in a form including the content set out within the schedule. The content and frequency of the reports may be varied by agreement in writing between the Client and the Contractor during the contract term.

12. CONFIDENTIALITY

The parties covenant on behalf of themselves and their financial, legal and other advisors that they will keep confidential and not divulge either directly or indirectly to any person any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including the terms of this agreement, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations under this agreement or as may otherwise be required by law. This clause shall have force after the termination or expiry of this agreement.

13. DAMAGE TO PROPERTY

The Consultant must report immediately to the Client any damage caused by the Consultant or its employees to any property facilities and equipment whether owned by the Client or any third party. The Consultant agrees that it must, at its own cost and expense, make good any damage resulting from the performance of the services or otherwise caused or contributed to, directly or indirectly, by the Consultant or its employees. Any such repair shall be carried out by contractors acceptable to the Client without undue delay and in all cases subject to the terms and conditions of this agreement.

14. THE CONSULTANT’S WARRANTIES

The Consultant warrants at all times during the contract term that:

  1. It is a company duly incorporated in Australia and has the power and authority to enter into this agreement on the terms set out herein;
  2. It has the expertise, resources and capacity to perform to the highest standard all of its obligations under this agreement;
  3. Quality workmanship, materials and equipment will be used in the performance of the services;
  4. It will have all permits, licenses and authorizations required in relation to the provision of the services;
  5. It will comply with all statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the services;
  6. This agreement constitutes a legally valid and binding obligation on the Consultant, enforceable in accordance with its terms;
  7. It has made all enquiries of the Client for the purpose of making an informed assessment of its ability to enter into and to perform all of the obligations of this agreement; and
  8. It has exercised its own judgment in entering into this agreement and has not relied on any warranty or representation made by the Client, its officers, employees or agents, save as specifically set out in this agreement.

15. RELEASE, DISCHARGE AND INDEMNITY

  1. The Consultant agrees that its occupation and use of the property in the course of providing the services is at its own risk and hereby releases and discharges the Client, its officers, employees and agents from all claims and demands of any kind whatsoever and from any liability including, without limitation, liability for negligence which may arise in respect of any accident, damage, destruction, debt or injury to the Consultant, its employees, agents or permitted subcontractors or to any property of the Consultant, its employees, agents or permitted sub-contractors which occurs in relation to the provision of the services, save where such liability arises from any willful or negligent act or omission of the Client, its employees or agents.
  2. The Consultant must indemnify, and keep indemnified the Client, its officers, employees, volunteers and agents against all claims, actions, demands, proceedings, liabilities, damages, costs and expenses whatsoever and howsoever arising, paid, suffered or incurred by the Client, its officers, employees or agents, directly or indirectly as a result of or in connection with the provision of the services.

16. ASSIGNMENT

This agreement is part of Englander Davis who work in conjunction with RTR Association Pty Ltd and Reski Pty Ltd. Personal details may be passed between the inhouse companies and recommendations on products/services may be given to the client from either of these companies. All payments will be lodged through Englander Davis Pty Ltd.

17. TERMINATION

  1. This agreement may be terminated by either party, after the agreement has expired, upon either party giving not less than 14 days’ notice in writing to the other party.
  2. This agreement may be terminated by either party in the event of the other party breaching a term of this agreement and failing to remedy the breach within 14 days after having received notice in writing of the breach.
  3. Either party may terminate this agreement by written notice to the other party if the other party becomes subject to insolvency proceedings or events.
  4. The Client may terminate this agreement upon written notice to the Consultant if the Consultant commits a fundamental breach of this agreement within the meaning of this agreement.
  5. If such termination is disputed, it shall be dealt with in accordance with the dispute resolution provisions of this agreement.

18. DISPUTE RESOLUTION

  1. If a dispute arises, before any proceeding is commenced the party claiming that a dispute has arisen must give 14 days’ notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
  2. If after 14 days, the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the Supreme Court of Queensland and the costs of the mediation shall be borne by the parties equally.
  3. Notwithstanding the preceding provisions of this clause, the Consultant must continue to provide the services and perform its obligations under this agreement pending resolution of the dispute.
  4. Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

19. NOTICES

A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:

  1. Delivered personally; or
  2. Posted to their address when it will be treated as having been received on the second business day after posting; or
  3. Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

20. RELATIONSHIP OF THE PARTIES

The parties acknowledge that this agreement is intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, Client and agent or the relationship of partnership.

21. COUNTERPARTS

This agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.