Terms and Conditions
GENERAL TERMS AND CONDITIONS
“Client” is the person, firm, company, government instrumentality, entity or corporation (including any personal representatives or permitted assigns of such) that engages READI for the purpose of hiring READI Personnel.
“Force Majeure Event” has the meaning given to it under clause 13 of these General Conditions.
“General Conditions” means the conditions set out in this document, as amended from time to time.
“GST” has the meaning given to it in A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
“Parties” includes both the Client and READI.
“Plant and Equipment” is all plant and equipment described in the Service Agreement together with such accessories, machinery, tools and associated items, manuals, log books and READI vehicles as accompanies such plant and equipment when it is dispatched from the READI depot.
“PPSA” means the Personal Property Securities Act 2009 (Commonwealth) as amended from time to time.
“PPSR” means the Personal Property Securities Register established under the PPSA.
“Purchase Order” means any order in writing by or on behalf of the Client for the supply of Services by READI and each schedule or document accompanying such Purchase Order.
“Rates” has the meaning given to it in clause 4.
“READI” is a registered business of Shutdown Staffing Pty Ltd ABN ## 010 588 682 trading as READI.
“READI Personnel” means the person or persons employed or otherwise engaged by READI to provide labour services to the Client as specified under the Service Agreement.
“Relevant Laws” means the applicable laws, codes, authorisations or rules in the relevant jurisdiction including any law or legal requirement under equity, statute, regulation, ordinance or by-law whether commonwealth, territorial, state or local and includes the WHS laws.
“Service Agreement” means the conditions set out in these general conditions in conjunction with any Special Conditions, quotation, Purchase Order, appendix, annexure or other document agreed in writing between the Parties.
“Quote” means the form issued by READI at the time a Purchase Order is submitted to READI and includes job details and other details.
“Services” means the supply of READI Personnel as contract labour hire personnel to work under the direction of the Client within the scope of work set out in the Purchase Order.
“Special Conditions” are specific amendments, additions or deletions to the General Conditions, as agreed in writing by both Parties.
“Term” means the period of supplying the Services as detailed in the Purchase Order and which may include weekends and/or public Holidays, and continues until the supply of the Services is completed or the Service Agreement is terminated in accordance with this Service Contract.
“WHS laws” means the occupational health and safety legislation (howsoever named) and regulations, codes or practice and standards of safety that apply in the State or Territory in which the Client and READI operate.
In this Service Agreement, unless the context otherwise states or requires:
- any words importing the singular include the plural and vice versa;
- capitalised words are defined terms and shall have their defined meaning;
- a reference to a “Party” or “Parties” shall mean a party or parties to this Service Agreement;
- any reference to gender includes the other gender;
- an obligation of two (2) or more Parties binds them jointly and severally;
- a reference to a person includes the legal representatives, employees, successors, and assignees of that person;
- a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it, consolidations, amendments, re-enactments or replacements of any of them made by any legislative authority;
- a reference to $ or dollars means Australian Dollars;
- the Service Agreement shall constitute the entire agreement between the Parties and supersedes all previous agreements, understanding, representations and negotiations; and
- to the extent of any inconsistency between documents forming the Service Agreement, precedence of contract shall be determined in the following order of priority: 1) Special Conditions, 2) General Conditions, 3) Purchase Order, 4) quotation, 5) any other document signed by both Parties, 6) all other documents.
3 SERVICE ORDER AND TERM
- Subject to clause 11, READI agrees to provide the Services to the Client for the Term.
- A Service Agreement is accepted by both Parties upon READI issuing a Quote to the Client.
- Unless otherwise stated in the Service Agreement, the Client acknowledges and agrees that on each occasion that it issues a Purchase Order to READI for the supply of Services, and READI accepts that Purchase Order, a separate and binding contract is made in relation to the supply of those Services in accordance with the provisions of the Service Agreement.
- Where a minimum period is specified in the Service Agreement, the Client agrees to pay for such period irrespective of utilisation of READI Personnel, completion of the Services or a Force Majeure Event.
- All READI Personnel supplied by READI remain employees or subcontractors of READI.
- READI will supply appropriately qualified READI Personnel to perform the Services where specified in the Hire Agreement to the standard of skill and care of an experienced and professional person assigned to the tasks in compliance with Relevant Laws and industry standards.
- READI may, from time to time, attend the client’s (or any entity related to or associated with the client) site for the purpose of carrying out workplace inspections, safety/toolbox meetings with its employees on site and the investigation of incidents and injuries.
- The Client (or any entity related to or associated with the client) is responsible for providing a workplace that complies with all legal requirements relating to the work environment.
- The Client is responsible for providing READI Personnel with all necessary tools and PPE required.
- If an issue arises concerning the performance of any READI Personnel or any potential or alleged misconduct of any READI Personnel the Client (or any entity related to or associated with the Client) must immediately advise a READI manager in writing and the Client must provide READI with reasonable access and co-operation to enable READI to meet with the relevant persons and deal with the matter as READI considers appropriate. READI reserves the right to replace such person with another suitably qualified person to perform the Services.
4 CHARGES FOR SERVICE
- The Client will pay READI for hire of READI Personnel at the rates agreed in the Service Agreement (Rates).
- In addition to the Rates additional charges for loadings, penalties and allowances as applicable to READI Personnel pursuant to their terms of engagement including night shifts, weekends, standby, overtime, public holidays, meals, travel and accommodation shall apply.
- The charges in clauses 5a and 5b are referred to in this agreement as the “Hire Charges”.
- Rates quoted in the Service Agreement are exclusive of GST, government duties, taxes and charges.
- The Rates are subject to change at READI’s discretion as notified to the Client from time to time prior to acceptance of a Purchase Order. Subject to this clause, the revised Rates apply from the date of advice to the Client.
- If a supply under the Service Agreement is subject to GST, the recipient of the supply (Client) must pay to the supplier (READI) at the same time and in the same manner as the consideration is otherwise payable, an amount equal to the amount of consideration multiplied by the applicable GST rate, subject to the supply of a valid tax invoice by the supplier (READI).
- READI may invoice the Client by providing a tax invoice at the completion of the Term or at the end of each week, whichever is the earlier. READI reserves the right to not enter into any recipient created tax invoice arrangements with the Client.
- The Client agrees to pay each tax invoice in full within 14 days of the tax invoice date. No claims for credit will be recognised by READI after 7 days following the date of the tax invoice.
- The Client shall not set-off any amounts due under the tax invoice in respect of a request for credit or other disputed amount.
- If either Party is required to indemnify or reimburse a part of a cost, expense or liability (“Expense”) incurred by j.the other, then the Expense shall be reduced by the credit or refund of GST to which the Party which first incurred the Expense is entitled to claim in respect of the Expense.
- READI reserves the right to charge interest to the Client on amounts which remain unpaid after the due date for k.payment. Interest will be calculated at 1.0% per month or part thereof on the unpaid amount, compounded daily. Without limiting the above, the Client hereby indemnifies READI for all costs and expenses (including commissions payable to commercial or mercantile agents, legal costs and filing fees) incurred by READI in recovering amounts which remain unpaid after the due date.
- The Client warrants that it shall not offer to employ, hire or otherwise retain any READI Personnel whether l.directly or indirectly, or permit any other person to retain (or offer to retain) any READI Personnel, whilst such person is providing services to the Client.
- If within 3 months following a Service period, any current or former READI Personnel member is retained or m.engaged to work by the Client or any entity related to or associated with the Client in a role which is similar to that provided during the Service, whether in the type of services, the manner of providing them or otherwise, then a placement fee equivalent to one month’s fees at the applicable rate for the relevant person will be payable to READI by the Client.
5 SAFETY AND OPERATIONS
Direction to Work
- The Client agrees that READI Personnel shall work under the direction of the Client who must fully brief the READI Personnel on the proposed task, the site, site conditions, matters affecting the health and safety of the READI Personnel in respect of the task to be performed and other relevant matters including information requested by the READI Personnel.
- The Client accepts that READI Personnel may require further information or clarification to complete tasks to be performed, a risk assessment or hazard analysis prior to commencing the task and may refuse to perform the Services or Plant and Equipment if they believe any directions or control requested by the Client may affect the safety of people, property, Plant or Equipment.
Fit for Duty
- READI shall do all things reasonably practicable to ensure READI Personnel are:
- fit for duty and not under the influence of drugs or alcohol;
- qualified and trained and possess current licenses to operate the Plant and Equipment where specified in the description of Services;
- given the opportunity to be appropriately briefed by the Client as to the site, safe work systems, control/restricted zones and any applicable lift plans or studies;
- wear suitable protective and high visibility clothing when working with, on or around the Plant and Equipment; operate the Plant and Equipment to a standard of skill, knowledge and competence of an experienced and professional operator of the assigned tasks in compliance with all Relevant Laws; and
- READI shall use all reasonable efforts to ensure that all READI Personnel have the appropriate professional or trade qualifications for the task description supplied by the Client and are competent and responsible workers in their given profession, trade or job classification.
- The Client shall do all things reasonably practicable to ensure its employees, READI Personnel and other persons working under its direction or control shall:
- take active steps including review of operating manuals for Plant and Equipment and other machinery (as relevant) whether or not supplied by the Client to ensure those persons are familiar with its safe operation and operating parameters;
- be fit for duty and not under the influence of drugs or alcohol;
- be appropriately briefed by Client as to the site, safe work systems, control / restricted zones and any applicable lift plans or studies;
- adequately supervise READI Personnel at all times;
- be responsible for site specific inductions and verification of competency of READI Personnel;
- wear suitable protective and high visibility clothing when working with, on or around the Plant and Equipment whether or not such protection is provided by READI or the Client, and
- Operate Plant and Equipment (where applicable) to a standard of skill, knowledge and competence of an experienced and professional operator of the assigned tasks in compliance with all Relevant Laws.
Safe Workplace Systems
- The Client (or any entity related to or associated with the Client) is responsible for providing a safe and health workplace and safe systems of work for all READI Personnel in relation to the Services and in particular shall:
- Comply with all applicable occupational, health, safety environmental and associated Legislation, regulations and Codes of Practice;
- Have assessed the occupational, health, safety environment of the site and informed READI of the risks and potential hazards to READI Personnel;
- Provide a comprehensive structured site and job safety induction for each READI Personnel;
- Provide adequate instruction and training to each of the READI Personnel;
- Seek READI approval prior to directing any READI Personnel to take on additional or unplanned supervisory or management duties;
- Advise READI prior to any change in the nature of the tasks undertaken, equipment operated, and prior to use of or exposure to chemicals and other dangerous goods by READI Personnel and retrain such persons as required;
- Adequately supervise each READI Personnel at all times;
- Assist in the rehabilitation of READI Personnel injured at the Client’s site by provision of suitable alternative duties.
- The Client must immediately notify READI of any incident, near miss, safety breach, fine, penalty or investigation by a regulator during the Term which involves the Client, its agents, READI Personnel or the Plant and Equipment.
- The Client (or any entity related to or associated with the Client) must comply with all laws applicable to each site at which READI Personnel are utilized, the property, plant and equipment made available by the Client and the use made of READI’s Personnel by the Client. Without limiting the generality of this requirement, the Client is responsible for all inspections, permits and approvals required by law and for ensuring that all Plant and Equipment made available by the Client (including motor vehicles and machinery) is registered where required and meets all applicable standards required by law.
- If Boom Logistics (BOOM) or Aitkin Cranes Plant and Equipment is rented in conjunction with READI labour services then the Parties shall a separate agreement shall be negotiated on BOOM or Aitkin General Terms and Conditions.
- READI may terminate the Service Agreement without reason upon 48 hours advance notice to the Client.
- Either Party may terminate the Service Agreement without notice if the other Party:
- commits a breach of the Service Agreement;
- commits an act of bankruptcy;
- becomes insolvent or is unable to pay its debts when they fall due;
- enters into voluntary liquidation, provisional liquidation, administration or receivership,
- has a winding up petition presented against it;
- has any of its property seized by a secured creditor or any secured creditor takes steps to enforce its rights;
- ceases to be carrying on business or substantially changes its business activities, or
- suffers a change of management or voting control without prior READI consent.
7 LIABILITY, INDEMNITY, INSURANCE AND LIMITED DAMAGE WAIVER
- The Parties must each effect and maintain at all times insurance covering their statutory workers compensation, product and public liability, professional indemnity and motor vehicles in each instance for the greater of the amount required by any Relevant Law or not less than $10,000,000 per occurrence or event.
- Product and Public Liability Insurances so held by each of the Client must note READI as an insured party with the full right of entitlement to claim under the insurance and the insurer shall waive all rights of subrogation against READI and READI insurers. The deductible or excess payable in respect of a claim shall be at the Client’s cost. On request, the Client shall provide READI with certificates of currency in respect of all required insurance.
- The Client assumes liability for and indemnifies and holds harmless READI, READI Personnel, its agents and employees from and against all claims, costs, damages, losses or expenses of any kind howsoever arising under tort (including but limited to negligence), contract, strict liability, statute or otherwise from the arrangements between the Client and READI and including (without limitation) in relation to death of or injury to any person, loss, damage or destruction of any property including applicable Plant and Equipment and goods in transit except to the extent of the negligence of READI or READI Personnel.
- To the full extent permitted by law the Client releases, holds harmless and discharges READI, its agents and employees in respect of all claims and demands on READI and any loss or damage caused to the Client or its customers, agents, employees or other third parties, whether by death of or injury to any person, accident, loss or damage to property, delay, financial loss or otherwise except to the extent of READI’s negligence.
- To the full extent permitted by law, READI makes no express warranty or condition and excludes all implied warranties and conditions of any type.
- In the event of the Client suffering any damage or loss arising from this Service Agreement, the liability of READI is limited to taking all reasonable steps to facilitate replacement of READI Personnel and does not include any economic, indirect or consequential losses, damages or liabilities of any nature whatsoever.
- Notwithstanding any other provision of the Hire Agreement, neither READI nor the Client shall be liable for any indirect, economic or consequential losses including without limitation loss or revenue, loss of profit or loss of opportunity.
- The liabilities, indemnities, insurances and limitations of liability rights and obligations contained in this clause 12 remain in full force and effect notwithstanding termination of the Service Agreement.
8 FORCE MAJEURE
- A Force Majeure Event is an event which is beyond the reasonable control of the Client or READI and includes but is a.not limited to the following types of events:
- an act of God;
- war or other state of armed hostilities, insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or martial law;
- weather conditions of a severity that could not reasonably be expected to occur within a 10 year period at the location of the Plant and Equipment and causing inundation or flood that prevents access to the Plant and Equipment; or
- action or inaction by, or orders, judgments, rulings, decisions or enforcement actions of, any government, governmental authority or court of competent jurisdiction whether local, State or Federal (including denial, refusal or failure to grant any permit, authorisation, licence, approval or acknowledgment despite timely endeavours to obtain same).
- Where either the Client or READI can no longer perform their obligations under the Service Agreement by virtue of a Force Majeure Event, they shall immediately notify the other Party of the Force Majeure Event and shall be temporarily relieved of their respective obligations under the Service Agreement whilst the Force Majeure Event continues. Regardless of such relief, the Party making the notification of the Force Majeure Event shall do everything within its power to minimise the duration of the Force Majeure Event and shall notify the other Party immediately upon cessation of the circumstances relating to the Force Majeure Event.
- Without limiting READI’s rights under clause 11, if the Force Majeure Event continues for a period in excess of fourteen (14) calendar days, the Client or READI may terminate the Service Agreement at their discretion without penalty.
- Notwithstanding any Force Majeure Event, no Party is relieved or excused from performance of its obligation to pay amounts due to the other under the Service Agreement.
9 RIGHT TO ASSIGNMENT AND TO SUBCONTRACT
- READI may assign or subcontract the performance of all or any of READI’s rights and obligations under the Service Agreement with any other person or company and such person or company and its servants and agents shall be the beneficiary of these General Conditions to the same extent as READI.
- The Client shall not assign, subcontract, sub-lease or sub-hire the performance of all or any of the Client’s rights and obligations under the Service Agreement unless it has obtained the prior written consent of READI to do so.
- The Client acknowledges that READI is a trademark of Shutdown Staffing Pty Ltd and has no license or right to use, reproduce, apply to any surface, replicate or otherwise claim any interest in the trademark pursuant to this Service Agreement without the express written permission of READI.
- The person signing the Service Agreement for and on behalf of the Client hereby covenants with READI that such person has the authority of the Client to enter this Service Agreement.
- The Parties to the Service Agreement are independent contractors and nothing shall imply that they are in partnership, agency or legal representatives of the other except where expressly stated to the contrary. The Client shall only have such right to exercise supervision and control over READI Personnel to the extent necessary and appropriate to perform the Services.
- READI reserves the right to revise these General Conditions and any such revision shall then be communicated and distributed to the Client in writing. The Client agrees that it shall from the date of receipt of such communication be legally bound by such revised terms. Its sole remedy in the event it does not accept the terms shall be to give READI immediate notice to terminate the Service Agreement without penalty.
- All notices shall be served on a Party to the address first set out in the Service Agreement or as subsequently notified in writing to the other Party. Notices in writing shall be deemed to be received when they are personally received at the address first set out or the registered office of a Party unless sent by post in which receipt is three days after posting.
- The terms and existence of the Service Agreement and information obtained by one Party from the other Party during the performance of the Service Agreement are confidential and shall not be disclosed to any third party except where required by law, stock exchange or regulator to do so. Client shall not make public announcements or respond to media requests in relation to the subject matter of this Service Agreement without the written consent of READI.
- READI shall keep confidential and shall take reasonable steps to ensure that READI Personnel shall keep confidential all such information of the Client which is by its nature confidential information and is provided to READI or READI Personnel by the Client in order to perform the Services. This obligation shall exclude any information which is known to READI (otherwise than in breach of this clause), which is in the public domain or which READI or READI Personnel are required to disclose by law, regulation or stock exchange.
- READI and the Client agree that they shall each comply with all applicable privacy laws in the conduct of their relationship and any reasonable and lawful privacy policies of either party from time to time communicated by that party to the other.
11 WAIVER AND SEVERABILITY
- If READI fails to or delays in exercising any right, power or remedy which it is entitled to under the Service a.Agreement, such failure does not amount to a waiver of that right, power or remedy nor does it preclude any further exercise of such rights, powers or remedies as may be provided under the Service Agreement.
- Any waiver by READI must be in writing signed by READI and is only effective in relation to the particular b.obligation or breach in which it is given.
- If any provision of the Service Agreement is invalid or unenforceable in accordance with its terms in any c.jurisdiction, it is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable and will otherwise be capable of being severed to the extent of the invalidity or unenforceability without effecting the remaining provisions of the Service Agreement or effecting the validity or enforceability of that provision in any other jurisdiction.
12 GOVERNING LAW AND DISPUTES
The Service Agreement is governed and construed by the laws of the State or Territory in which the Service Agreement is duly executed by READI or if not executed, the State of Victoria, Australia. All disputes shall be subject to the non-exclusive jurisdiction of the courts of that State or Territory.