Please read this Agreement carefully prior to accepting the Agreement. By accepting the Agreement, you agree that: (1) if you are provided with a Price Estimate, the Price Estimate is an estimate only, (2) subject to your Statutory Rights, we exclude all express and implied warranties, (3) if you cancel the Services or make a request to vary the Services (including the timing of the Services) within 24 hours of the Services commencing, you may be required to pay the Service Cancellation Fee, (4) our liability will be limited to us resupplying the Services to you or, to us repaying you the amount of the Price paid by you, (5) we exclude all liability arising from your acts or omissions; any works, services, goods, materials or items which do not form part of the Services or which have not been provided by us; any Third Party Inputs; the Services being unavailable, or any delay in us providing the Services to you; and/or any event outside of our reasonable control, (6) you must notify us in writing of any property damage you believe we have caused during the course of providing the Services within 24 hours of us completing the Services and if you do not notify us within 24 hours, you release us from any Liability for such property damage, and (7) you must pay the amount in the invoice, using the payment method set out in the invoice, within 7 days of the date of the invoice, or as otherwise agreed between the Parties.
Terms and Conditions
This Agreement is entered into between Subtle Results Pty Ltd TA leaf it 2 us ABN 90 648 041 043 (we, us or our) and you, the person, organisation or entity described in the Quote (you or your), together the Parties and each a Party.
Background
We offer residential and commercial exterior and interior cleaning and services in South Australia. We provide a wide range of cleanings services including solar panel cleaning, bird proofing, roof and gutter cleaning, window and skylight cleaning, high pressure cleaning, fungicidal cleaning, internal high reach cleaning, down pipe unblocking, water tank cleaning, drone thermal, photography and video services.
1.Acceptance and Term
1.1 You accept this Agreement by the earlier of:
- signing and returning this Agreement to us; or
- confirming by email or text message that you accept this Agreement.
1.2 This Agreement will commence on the Commencement Date and will continue until the End Date, unless earlier terminated in accordance with its terms (Term).
2. Services
2.1 In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
2.2 If this Agreement expresses a time within which the Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to provide the Services by that time.
2.3 You agree that we may amend the Services or the Price at any time, by providing written notice to you. If you do not agree to any amendment made to the Services or the Price, you may terminate this Agreement in accordance with clause 15.1.
2.4 By accepting the quote, any photographs, videos and communications arising from the quote or service, will become the property of Subtle Results PTY Ltd. and the company’s intellectual property. Any dissemination or use of photographs, videos and communications in any format or any platform, must only be used after written consent is obtained from Subtle Results PTY Ltd. and retains and remains Subtle Results PTY Ltd property. Charges for dissemination or use of photographs, videos and communications may apply.
3. Commencement
We will commence the provision of the Services on the Commencement Date outlined in the Quote.
4. Cancellations
4.1 If you cancel the Services, for any reason, within 24 hours of the Services commencing, you agree to pay us a Service Cancellation Fee.
4.2 You can reschedule the Services at your own expense.
5. Variations
5.1 Subject to clause 5.2, either Party may request a variation or change to the Services, including the timing for the provision of the Services, by providing written notice (including by email) to the other Party, with details of the variation or change, (Variation Request). If the Variation Request is made within 24 hours of the Service commencing, a Service Cancellation Fee may be charged to you, at our discretion.
5.2 We will not be obliged to comply with a Variation Request unless we:
- accept the Variation Request, including any variation to the Price to effect the Variation Request (Price Variation), in writing; and
- the Price has been adjusted to reflect the Price Variation.
5.3 If we consider that any instruction or direction from you constitutes a variation, then we will not be obliged to comply with such instruction or direction unless a Variation Request has been issued in accordance with clause 5.1.
5.4 Where the Services are varied or changed, or the costs of providing the Services increases, (Variation Event) and the cause of that Variation Event relates to, or is connected with, an event or circumstance beyond our reasonable control, you agree to pay us our reasonable additional costs and expenses that we may suffer or incur as result of the Variation Event, as a debt due and immediately payable.
6. Your Obligations
You agree to:
- comply with this Agreement, our reasonable requests or requirements, and all applicable Laws; and
- provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at Law.
7. Payments
7.1 You agree to pay us the Price, in accordance with the Payment Terms.
7.2 If the Quote expresses a Price Estimate, you agree that:
- the Price Estimate is calculated on the basis of our initial assessment of the proposed Services; and
- such Price Estimate is an estimate only and creates no obligation on us to provide the Services in accordance with the Price Estimate, particularly if the Services will vary due to factors not considered in our initial assessment of the proposed Services.
7.3 If any payment has not been made in accordance with the Payment Terms, the amount becomes a debt due and immediately payable to us and we may (at our absolute discretion):
a. immediately cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so; and/or
b. charge an outstanding penalty fee of $40 per week. Compounding monthly, on any such amounts remaining unpaid after the due date for payment in accordance with the Payment Terms.
c. charge you a late payment fee (Late Payment Fee) and you agree that the Late Payment Fee is a genuine pre-estimate of our loss.
d. additional costs for time, materials, and incidentals associated with the recovery of unauthorized outstanding funds, including but not limited to time, fees, loss of income, materials, consultation, preparation, representation for mediation, court and legal time in recovery of outstanding debts. These additions maybe included and added to the outstanding unpaid debt at the discretion of leaf it 2 us.
7.4 If a customer directs the service to stop. Additional charges and/or attendances maybe incurred. Additionally, by directing the service to stop, you agree to entirely absolve leaf it 2 us for any impact that may arise from the stopping of the service.
8. Premises
8.1 You agree to provide us (and our Personnel) with unfettered access to the Premises (and the facilities at the Premises), and any other premises reasonably necessary for us to provide the Services, free from harm or risk to health or safety:
- at the times and on the dates requested by us; and/or
- to enable us to comply with our obligations under this Agreement or at Law,
and you agree to pay us any additional costs that we may suffer or incur if you fail to do so, as a debt due and immediately payable to us.
9. Warranties
9.1 You represent, warrant and agree that:
- there are no legal restrictions preventing you from entering into this Agreement;
- all information and documentation that you provide to us in connection with this Agreement is true, correct and complete; and
- you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement.
10. Confidential Information
10.1 Subject to clause 10.2, you must:
- keep confidential; and
- not use or permit any unauthorised use of, all Confidential Information.
10.2 Clause 10.1 does not apply where:
- the disclosure is required by Law; or
- the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 10.
10.3 To the maximum extent permitted by law, you indemnify, and continue to indemnify, us against all Liability we suffer or incur arising from or as a consequence of a breach of this clause 10.
10.4 This clause 10 will survive the termination or expiry of this Agreement.
11. Intellectual Property
11.1 As between the Parties, each Party retains all Intellectual Property Rights in its Intellectual Property developed prior to or independently of this Agreement. Nothing in this Agreement constitutes an assignment or transfer of such rights.
11.2 As between the Parties, ownership of all Intellectual Property Rights in any Intellectual Property developed, adapted, modified or created in connection with this Agreement, or the provision of the Services will at all times vest, or remain vested, in us.
11.3 This clause 11 will survive the termination or expiry of this Agreement.
12. Australian Consumer Law
12.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).
12.2 If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.
12.3 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.
12.4 This clause 12 will survive the termination or expiry of this Agreement.
13. Exclusions to Liability
13.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
- your acts or omissions;
- any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;
- any Third Party Inputs;
- the Services being unavailable, or any delay in us providing the Services to you, for whatever reason; and/or
- any event outside of our reasonable control.
13.2 You must notify us in writing of any property damage you believe we have caused during the course of providing the Services within 24 hours of us completing the Services to which the Liability relates. If you do not notify us within 24 hours, you release us from any Liability for such property damage.
13.3 This clause 13 will survive the termination or expiry of this Agreement.
14. Limitations on Liability
14.1 Despite anything to the contrary, to the maximum extent permitted by law:
- neither Party will be liable for Consequential Loss;
- a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel); and
- our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates
14.2 This clause 14 will survive the termination or expiry of this Agreement.
15. Terminations
15.1 Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party.
15.2 This Agreement will terminate immediately upon written notice by:
(a) us, if:
- you breach any provision of this Agreement and that breach has not been remedied within 5 Business Days of being notified by us;
- you fail to provide us with clear or timely instructions or information to enable us to provide the Services;
- for any other reason outside our control which has the effect of compromising our ability to provide the Services; or
- you are unable to pay your debts as they fall due; and
(b) you, if we:
- are in breach of a material term of this Agreement, and that breach has not been remedied within 5 Business Days of being notified by you; or
- are unable to pay our debts as they fall due.
15.3 Upon expiry or termination of this Agreement:
- we will immediately cease providing the Services;
- you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement; and
- pursuant to clauses 15.2(a)(1), (2) or (4), you also agree to pay us our additional costs arising from, or in connection with, such termination.
15.4 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
15.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
15.6 This clause 15 will survive the termination or expiry of this Agreement.
16. GST
16.1 If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
16.2 If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
16.3 If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
16.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
17. General
17.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
17.2 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
17.3 Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
17.4 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of South Australia to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
17.5 Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
17.6 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
17.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
17.8 Governing law: This Agreement is governed by the laws of South Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in South Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
17.9 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
17.10 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
17.11 Publicity: You consent to us taking photos on and of your premises for the purpose of carrying out the Services. You agree that we may advertise or publicise the broad nature of our provision of the Services to you (including any photos we take on your premises), including on our website or in our promotional material and for training and quality control.
17.12 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
17.13 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
18. Definitions
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010(Cth), as amended, from time to time.
Agreement means these terms and conditions and the Quote and any documents attached to, or referred to in, each of them.
Business Day means a day on which banks are open for general banking business in South Australian s, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date specified in the Quote.
Confidential Information includes information which:
- is disclosed to you in connection with this Agreement at any time;
- is prepared or produced under or in connection with this Agreement at any time;
- relates to our business, assets or affairs; or
- relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information.
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.
End Date means the date set out in the Quote.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Quote means the quote for the provision of the Services, which is provided at start of this Agreement.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.
Payment Terms means the payment terms set out in the Quote.
Premises means the address set out in the Quote.
Price means the price for the provision of the Services, as calculated in accordance with the method described in the Quote.
Price Estimate means our estimated cost for the provision of the Services, as set out in the Quote.
Service Cancellation Fee means $200 (ex GST) plus any amounts we spent on purchasing products in order to carry out the Services.
Services means the services that we agree to perform under this Agreement, as further particularised in the Quote.
Statutory Rights has the meaning given in clause 12.1.
Term has the meaning given in clause 1.2.
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.
19. Interpretation
In this Agreement, unless the context otherwise requires:
(a) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in South Australia s; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.