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- 1.1“Nationwide Commercial Cleaning” means Nationwide Commercial Cleaning Pty Ltd, its successors and assigns, or any person acting on behalf of, and with the authority of, Nationwide Commercial Cleaning Pty Ltd.
- 1.2“Customer” means the person/s requesting Nationwide Commercial Cleaning to provide the Services, as specified in the Quotation, order, invoice or other document, and if there is more than one person requesting the Services is a reference to each person jointly and severally.
- 1.3“Services” means all commercial and/or domestic cleaning services (including all personnel and supervision) provided by Nationwide Commercial Cleaning to the Customer, as per the Schedule contained in the Quotation, and includes any necessary materials and equipment (“Products”) supplied, consumed, created or deposited incidentally by Nationwide Commercial Cleaning to assure the performance of the Services. Where the context so permits the terms ‘Services’ or ‘Products’ shall be interchangeable for the other.
- 1.4“Price” means the price payable for the Services as agreed between Nationwide Commercial Cleaning and the Customer in accordance with clause 6 of the contract.
- 1.5“Site” means the address nominated by the Customer at which the Services are to be provided by Nationwide Commercial Cleaning.
- 1.6“Quotation” means the Quotation prepared by Nationwide Commercial Cleaning, and submitted to the Customer, to describe the scope of Services to be provided, and the amount or method of calculation of the Price.
- 2.1The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions on the completion and return of the Schedule contained in the Quotation. All required information must be completed in full and the document signed by authorised personnel of the Customer.
- 2.2These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Nationwide Commercial Cleaning.
- 2.3Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions (Victoria) Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
- 2.4Where the Customer is a tenant (and therefore not the owner of the Site) then the Customer warrants that it has obtained the full consent of the owner for Nationwide Commercial Cleaning to provide the Services at the Site. The Customer acknowledges and agrees that it shall:
(a) upon request from Nationwide Commercial Cleaning, provide evidence that the Customer has such consent; and
(b) be personally liable for full payment of the Price for all Services provided under the contract, and to indemnify Nationwide Commercial Cleaning against any claim made by the owner of the Site (howsoever arising) in relation to the provision of any Services by Nationwide Commercial Cleaning, except where such claim has arisen because of the negligence of Nationwide Commercial Cleaning when providing the Services.
- 2.5These terms and conditions may be meant to be read in conjunction with Nationwide Commercial Cleaning’s Hire Form, and:
(a) where the context so permits, the terms ‘Services’ or ‘Products’ shall include any supply of Equipment, as defined therein; and
(b) if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.
3Change in Control
- 3.1The Customer shall give Nationwide Commercial Cleaning not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, or business practice). The Customer shall be liable for any loss incurred by Nationwide Commercial Cleaning as a result of the Customer’s failure to comply with this clause.
- 4.1Nationwide Commercial Cleaning shall provide the Services to the Customer for the period specified in the Quotation, commencing on the day specified therein, or at such other date as Nationwide Commercial Cleaning and the Customer may agree to in writing (“Contract Term”).
- 4.2The Customer, at its sole discretion, has the right to renew or expand the scope of the Services to be provided.
- 4.3Any Price quoted by Nationwide Commercial Cleaning shall remain in full force and effect for the Contract Term; upon expiry thereof, Nationwide Commercial Cleaning reserves the right to renegotiate the Price for any subsequent period/s on the basis of the movement in the Consumer Price Index (CPI).
- 5.1Unless otherwise limited as per clause 5.2, the Customer agrees that should the Customer introduce any third party to Nationwide Commercial Cleaning as the Customer’s duly authorised representative, that once introduced that person shall have the full authority of the Customer to order any Services and/or to request any variation thereto, on the Customer’s behalf (such authority to continue until all requested Services have been completed or the Customer otherwise notifies Nationwide Commercial Cleaning in writing that said person is no longer the Customer’s duly authorised representative).
- 5.2In the event that the Customer’s duly authorised representative (as per clause 5.1) is to have only limited authority to act on the Customer’s behalf then the Customer must specifically and clearly advise Nationwide Commercial Cleaning in writing of the parameters of the limited authority granted to their representative.
- 5.3The Customer specifically acknowledges and accepts that they will be solely liable to Nationwide Commercial Cleaning for all additional costs incurred by Nationwide Commercial Cleaning (including Nationwide Commercial Cleaning’s profit margin) in providing any Services, or variation/s thereto, requested by the Customer’s duly authorised representative (subject always to the limitations imposed under clause 5.2 (if any)).
6Price and Payment
- 6.1At Nationwide Commercial Cleaning’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by Nationwide Commercial Cleaning to the Customer in respect of Services provided; or
(b) Nationwide Commercial Cleaning’s estimated Price (subject to clause 6.3) which shall not be deemed binding upon Nationwide Commercial Cleaning as the actual Price can only be determined upon either an inspection of the Site and/or completion of the Services. Nationwide Commercial Cleaning undertakes to inform the Customer in the event the actual Price is likely to exceed the original estimate following an inspection of the Site; or
(c) Nationwide Commercial Cleaning’s quoted Price (subject to clause 6.3), which will have provided via Quotation on completion of an inspection of the Site by Nationwide Commercial Cleaning prior to provision of the Services, and will be valid for the period stated in the Quotation, or otherwise for a period of thirty (30) days.
- 6.2Unless specified by Nationwide Commercial Cleaning in writing, the Price:
(a) is inclusive of (1) single service only and any additional services shall be treated as a separate contract or a variation to the Price; and
(b) is based on the existing condition (including cleanliness) and size of the Site, as stated by the Customer, or at the time of inspection by Nationwide Commercial Cleaning. Any variation to the condition and/or size of the Site will be treated as a variation to the Price.
- 6.3Nationwide Commercial Cleaning reserves the right to change the Price:
(a) if a variation to the Services are requested (in writing) by the Customer (including, but not limited to, any additional services, as offered by Nationwide Commercial Cleaning in the Quotation), or required upon inspection of the Site by Nationwide Commercial Cleaning (including, but not limited to, quantity and sizes of rooms, where the Site includes stairs, unavailability of parking at the Site or difficult access to the Site, the Site is excessively unclean, etc.). Nationwide Commercial Cleaning shall provide to the Customer a quotation for any additional services requested; or
(b) in the event the Site is not as was stated by the Customer, or Nationwide Commercial Cleaning suffers interruptions from any third party occupying the Site which causes delays; or
(c) as a result of increases to Nationwide Commercial Cleaning in the cost of personnel and/or Products (including where clause 4 applies), which are beyond the control of Nationwide Commercial Cleaning.
- 6.4At Nationwide Commercial Cleaning’s sole discretion, a non-refundable deposit may be required.
- 6.5Time for payment for the Services being of the essence, the Price will be payable by the Customer on the date/s determined by Nationwide Commercial Cleaning, which may be:
(a) on completion of the Services; or
(b) before the commencement of the Services; or
(c) by way of instalments/progress payments in accordance with Nationwide Commercial Cleaning’s payment schedule; or
(d) the date specified on the Quotation, or any invoice or other form, as being the date for payment; or
(e) failing any notice to the contrary, the date which is twenty-one (21) days following the date of any invoice furnished to the Customer by Nationwide Commercial Cleaning.
- 6.6Payment may be made by cheque, electronic/on-line banking, or by any other method as agreed to between the Customer and Nationwide Commercial Cleaning.
- 6.7Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Nationwide Commercial Cleaning an amount equal to any GST Nationwide Commercial Cleaning must pay for any provision of Services by Nationwide Commercial Cleaning under the contract or any other agreement. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.
- 6.8The Customer acknowledges and agrees that the Customer’s obligations to Nationwide Commercial Cleaning for the provision of Services shall not cease until:
(a) the Customer has paid Nationwide Commercial Cleaning all amounts owing to Nationwide Commercial Cleaning; and
(b) the Customer has met all other obligations due by the Customer to Nationwide Commercial Cleaning in respect of all contracts between Nationwide Commercial Cleaning and the Customer.
- 6.9Receipt by Nationwide Commercial Cleaning of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
- 6.10The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Nationwide Commercial Cleaning, nor to withhold payment of any invoice because part of that invoice is in dispute, this includes cases of suspected theft or other loss (including vandalism), which the Customer must notify to Nationwide Commercial Cleaning promptly, and Nationwide Commercial Cleaning shall provide their full cooperation to the resolution of any such claim.
7Provision of the Services
- 7.1Whilst Nationwide Commercial Cleaning shall make every endeavour to provide the Services to the Customer at the days and times agreed to as per the Schedule contained in the Quotation, to observe all holidays of the Customer and adapt the schedule of the Services to meet and serve the Customer’s needs and requests, any time specified by Nationwide Commercial Cleaning for provision of the Services is an estimate only, and Nationwide Commercial Cleaning will not be liable for any loss or damage incurred by the Customer as a result of any delay, and:
(a) if Nationwide Commercial Cleaning’s personnel are running late due to unforeseen conditions, Nationwide Commercial Cleaning will contact the Customer to advise of the estimated time of arrival; or
(b) in the event that Nationwide Commercial Cleaning is unable to provide the Services, as agreed, solely due to any actions, or inactions, of the Customer, Nationwide Commercial Cleaning shall be entitled to charge a reasonable fee for re-providing the Services at a later date/time; or
(c) if the scheduled Services falls on a public holiday, Nationwide Commercial Cleaning will contact the Customer in advance to reschedule the Services.
- 7.2Nationwide Commercial Cleaning will provide Products to effectively carry out the Services, which include concentrated industrial quality chemicals, floor machines, buffers, vacuums, mops, buckets and brooms, and:
(a) where necessary, the Customer shall keep such cleaning supplied in a safe and secure location; and
(b) consumable items such as hand towels, bin liners, hand soap, toilet paper, urinal tablets and air fresheners are excluded from Nationwide Commercial Cleaning’s standard supply of Products and should be readily available to Nationwide Commercial Cleaning’s personnel. These items can be provided by Nationwide Commercial Cleaning, at an additional charge, at the request of the Customer; and
(c) Nationwide Commercial Cleaning also offer biodegradable cleaning supplies that are all natural, environmentally safe and sensitive to those who may have allergies; and
(d) whilst Nationwide Commercial Cleaning make every effort to use high quality Products, Nationwide Commercial Cleaning cannot be responsible for health conditions that may be irritated by the use of these Products.
- 7.3Nationwide Commercial Cleaning shall not be responsible for the disposal of health risk items, however, the removal of such items by Nationwide Commercial Cleaning may (at the sole discretion of Nationwide Commercial Cleaning) be charged to the Customer in addition to the Price.
- 7.4Colour variations or spotting may occur due to the type of flooring (e.g. hard floors and carpet fibres), cleaning products or methods used (including those Nationwide Commercial Cleaning provides) and/or any act of nature. Grout may be dislodged from surfaces whilst cleaning. Carpet threads may come out, edges may be damaged or loosening and shrinking may occur. Nationwide Commercial Cleaning shall not be held responsible if the aforementioned instances take place.
- 7.5Nationwide Commercial Cleaning offers no guarantee, and will take no liability, for sharp objects damaging the floor, dragging (e.g. chairs, tables or other equipment) or any chemical spill or polish being burnt on the area of the vinyl floor, that has been cleaned.
- 7.6Nationwide Commercial Cleaning will endeavour to remove any existing staining and/or marks on carpet, however Nationwide Commercial Cleaning does not offer any guarantee, and shall take no liability, in the event staining and/or marks are not completely removed.
- 7.7In the unlikely event that the Customer is less than completely satisfied with the Services, Nationwide Commercial Cleaning maintains a policy of guaranteed satisfaction, and will remedy the situation free of charge, provided the Customer contacts Nationwide Commercial Cleaning within twenty-four (24) hours of completion of the Services.
8The Customer’s Responsibilities
- 8.1Nationwide Commercial Cleaning’s personnel are very important to it, and Nationwide Commercial Cleaning is determined to keep them safe; as such, Nationwide Commercial Cleaning requests that the Customer provides a safe working environment and informs Nationwide Commercial Cleaning of any potential hazards, slippery surfaces, risks or dangers at the Site.
- 8.2It shall be the Customer’s responsibility to:
(a) ensure any requested date/time is realistic and truthful in order for Nationwide Commercial Cleaning to provide the Services by/on the requested date/time. Nationwide Commercial Cleaning shall not be liable for any loss the Customer may suffer as a result of any requested date/time being inaccurate, unattainable or unreasonable; and
(b) ensure that the Site is reasonably ready for Nationwide Commercial Cleaning to provide the Services, with minimal tradespersons and works in progress; and
(c) fulfil any special conditions / requirements that may affect Nationwide Commercial Cleaning in providing the Services at the Site (including, but not limited to, health and safety equipment and/or work site inductions); and
(d) ensure that Nationwide Commercial Cleaning has clear and free access to the Site at all times to enable it to provide the Services. Nationwide Commercial Cleaning shall not be liable for any loss or damage to the Site, unless due to the negligence of Nationwide Commercial Cleaning. The Customer shall be required to pay the full Price of any Services in the event of a lock-out causing Nationwide Commercial Cleaning’s personnel being turned away or unable to enter the Site; and
(e) provide Nationwide Commercial Cleaning with an adequate free source of water and power at all times to enable Nationwide Commercial Cleaning to provide the Services; and
(f) report any existing damage prior to the commencement of the Services. Nationwide Commercial Cleaning cannot be held responsible for any existing damage, wear and tear, or stains that cannot be removed using normal cleaning methods.
- 8.3In the event provision of the Services is delayed due to inadequate access to the Site, or access to water and power facilities not being available, then Nationwide Commercial Cleaning reserves the right to charge a reasonable fee for re-providing the Services at a later time and date in accordance with clause 7.1(b).
- 8.4Nationwide Commercial Cleaning’s personnel are not authorised to move furniture or equipment heavier than fifteen kilograms (15kg). These types of activities put personnel in danger of injury, or could damage property and fittings in the Site. It shall be the Customer’s responsibility to arrange and conduct any lifting and movement of furniture, appliances or equipment in excess of fifteen kilograms (15kg) prior to the arrival of Nationwide Commercial Cleaning’s personnel at the Site.
- 9.1Nationwide Commercial Cleaning shall not be liable for any existing defects revealed by Nationwide Commercial Cleaning during the provision of the Services. Any existing defects revealed shall be reported to the Customer by Nationwide Commercial Cleaning on completion of the Services.
- 9.2Nationwide Commercial Cleaning shall not be held responsible for any damage to the Site caused by any third party (including, but not limited to, animals or tradesmen).
10Accidents and Damages
- 10.1It shall be the Customer’s responsibility to secure or remove any fragile, delicate, breakable or valuable items, including cash, jewellery, works of art or antiques from those areas that require the Services. Nationwide Commercial Cleaning is unable to accept liability for items of this type that have not been reasonably secured.
- 10.2Unfortunately, accidents happen sometimes. Nationwide Commercial Cleaning is fully bonded and insured and will work with the Customer (and both parties’ insurers) to repair or replace items that may be damaged or broken as a result of any accident caused by Nationwide Commercial Cleaning’s personnel.
- 10.3It is Nationwide Commercial Cleaning’s policy that personnel report any incident that occurs, so that Nationwide Commercial Cleaning can remedy the situation as quickly as possible. However, there may be cases when personnel are unaware of any accidental damage. As such, the Customer must report any damages to Nationwide Commercial Cleaning within twenty-four (24) hours.
11Nationwide Commercial Cleaning’s Personnel
- 11.1Nationwide Commercial Cleaning employ professional, trained and courteous personnel to provide top-of-the-line Services tailored to the Customer’s needs. Nationwide Commercial Cleaning are fully insured for, and conduct background checks on, all personnel to give the Customer (at its organisation) a greater sense of security and ease of mind. Nationwide Commercial Cleaning shall at all times maintain insurance applicable to the Services being provided, which includes comprehensive public liability coverage and property damage for ten million dollars ($10M), and Worker’s compensation; Nationwide Commercial Cleaning shall supply the Customer a copy of such relevant insurance policy on the request of the Customer.
- 11.2Nationwide Commercial Cleaning invests significant resources in recruiting, selecting and training personnel. By entering into the contract with Nationwide Commercial Cleaning, the Customer agrees that after cancellation of the Services the Customer will not directly, or indirectly, engage, employ or contract with any of Nationwide Commercial Cleaning’s personnel (or ex-personnel), within twelve (12) months, to provide cleaning services without Nationwide Commercial Cleaning’s express permission. If the Customer wishes to hire or use services provided by Nationwide Commercial Cleaning’s personnel (or ex-personnel) the Customer shall be liable for the payment to Nationwide Commercial Cleaning of a referral fee, which will be as agreed between the parties.
12Default and Consequences of Default
- 11.1Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Nationwide Commercial Cleaning’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
- 12.2If the Customer owes Nationwide Commercial Cleaning any money, the Customer shall indemnify Nationwide Commercial Cleaning from and against all costs and disbursements incurred by Nationwide Commercial Cleaning in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Customer basis, Nationwide Commercial Cleaning’s contract default fee, and bank dishonour fees).
- 12.3Further to any other rights or remedies Nationwide Commercial Cleaning may have under this contract, if a Nationwide Commercial Cleaning has made payment to Nationwide Commercial Cleaning, and the transaction is subsequently reversed, the Nationwide Commercial Cleaning shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Nationwide Commercial Cleaning under this clause 12 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Nationwide Commercial Cleaning ‘s obligations under this agreement.
- 12.4Without prejudice to any other remedies Nationwide Commercial Cleaning may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Nationwide Commercial Cleaning may suspend or cancel the provision of Services to the Customer. Nationwide Commercial Cleaning will not be liable to the Customer for any loss or damage the Customer suffers because Nationwide Commercial Cleaning has exercised its rights under this clause.
- 12.5Without prejudice to Nationwide Commercial Cleaning’s other remedies at law, Nationwide Commercial Cleaning shall be entitled to cancel all, or any part, of any order of the Customer which remains unfulfilled, and all amounts owing to Nationwide Commercial Cleaning shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Nationwide Commercial Cleaning becomes overdue, or in Nationwide Commercial Cleaning’s opinion the Customer will be unable to make a payment when it falls due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
- 13.1Either party may cancel the contract by giving at least thirty (30) days prior written notice to the other party. Subject to this clause, both parties shall not be liable to other for any loss or damage whatsoever arising from such cancellation. The failure by the Customer to provide notice in accordance with this clause will result in the Customer being liable (in addition to any amounts owing to Nationwide Commercial Cleaning under the contract) for the Price of any pre-scheduled visit (comprising the Services) up to the expiry of the required notice period.
- 13.2Nationwide Commercial Cleaning understands that the Customer may need to cancel a pre-scheduled visit from time to time. The Customer must ensure that it provides Nationwide Commercial Cleaning at least twenty-four (24) hours advance notice of any cancellations. Nationwide Commercial Cleaning will always endeavour to reschedule the visit at times to meet the Customer’s needs; however, if this is not possible, Nationwide Commercial Cleaning may charge a cancellation fee equivalent to two (2) hours cleaning (inclusive of GST) to cover Nationwide Commercial Cleaning’s administrative costs and loss. Furthermore, the Customer shall be liable for the full cost of the pre-scheduled visit, if the Customer cancels or changes the date/time with less than twenty-four (24) hours’ advance notice.
14Privacy Act 1988
- 14.1The Customer agrees for Nationwide Commercial Cleaning to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by Nationwide Commercial Cleaning.
- 14.2The Customer agrees that Nationwide Commercial Cleaning may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Customer; and
(b) to notify other credit providers of a default by the Customer; and
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and
(d) to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.
- 14.3The Customer consents to Nationwide Commercial Cleaning being given a consumer credit report to collect overdue payment on commercial credit.
- 14.4The Customer agrees that personal credit information provided may be used and retained by Nationwide Commercial Cleaning for the following purposes (and for other agreed purposes or required by):
(a) the provision of Services; and
(b) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Services; and
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and
(d) enabling the collection of amounts outstanding in relation to the Services.
- 14.5Nationwide Commercial Cleaning may give information about the Customer to a CRB for the following purposes:
(a) to obtain a consumer credit report; and
(b) allow the CRB to create or maintain a credit information file about the Customer including credit history.
- 14.6The information given to the CRB may include:
(a) personal information as outlined in 14.1 above; and
(b) name of the credit provider and that Nationwide Commercial Cleaning is a current credit provider to the Customer; and
(c) whether the credit provider is a licensee; and
(d) type of consumer credit; and
(e) details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested); and
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and Nationwide Commercial Cleaning has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments); and
(g) information that, in the opinion of Nationwide Commercial Cleaning, the Customer has committed a serious credit infringement; and
(h) advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
- 14.7The Customer shall have the right to request (by email) from Nationwide Commercial Cleaning:
(a) a copy of the information about the Customer retained by Nationwide Commercial Cleaning and the right to request that Nationwide Commercial Cleaning correct any incorrect information; and
(b) that Nationwide Commercial Cleaning does not disclose any personal information about the Customer for the purpose of direct marketing.
- 14.8Nationwide Commercial Cleaning will destroy personal information upon the Customer’s request (by email) or if it is no longer required unless it is required in order to fulfil the obligations of the contract or is required to be maintained and/or stored in accordance with the law.
- 14.9The Customer can make a privacy complaint by contacting Nationwide Commercial Cleaning via email. Nationwide Commercial Cleaning will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at www.oaic.gov.au.
15Personal Property Securities Act 2009 (“PPSA”)
- 15.1In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
- 15.2Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Products, and/or any monetary obligations of the Customer to Nationwide Commercial Cleaning for Services, that have previously been provided (if any), and that will be provided in the future, by Nationwide Commercial Cleaning to the Customer.
- 15.3The 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 Nationwide Commercial Cleaning may reasonably require to:
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register; or
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 15.2(a)(i) or 15.2(a)(ii);
(b) indemnify, and upon demand reimburse, Nationwide Commercial Cleaning 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 registration made thereby; and
(c) not register a financing change statement in respect of a security interest without the prior written consent of Nationwide Commercial Cleaning; and
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the registration in favour of a third party without the prior written consent of Nationwide Commercial Cleaning.
- 15.4Nationwide Commercial Cleaning and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
- 15.5The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
- 15.6The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
- 15.7Unless otherwise agreed to in writing by Nationwide Commercial Cleaning, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
- 15.8The Customer must unconditionally ratify any actions taken by Nationwide Commercial Cleaning under clauses 15.2 to 15.5.
- 15.9Subject to any express provisions to the contrary (including those specified in this clause 15), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
16Security and Charge
- 16.1In consideration of Nationwide Commercial Cleaning agreeing to provide the Services, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer, either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
- 16.2The Customer indemnifies Nationwide Commercial Cleaning from and against all Nationwide Commercial Cleaning’s costs and disbursements including legal costs on a solicitor and own Customer basis incurred in exercising Nationwide Commercial Cleaning’s rights under this clause.
- 16.3The Customer irrevocably appoints Nationwide Commercial Cleaning, and each director of Nationwide Commercial Cleaning, as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 16 including, but not limited to, signing any document on the Customer’s behalf.
- 17.1Nothing in the contract is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Act in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.
- 17.2The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- 17.3These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the State in which Nationwide Commercial Cleaning has its principal place of business, and are subject to the jurisdiction of the courts in that State.
- 17.4Subject to clause 17.1, shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Nationwide Commercial Cleaning of these terms and conditions (alternatively Nationwide Commercial Cleaning’s liability shall be limited to damages which under no circumstances shall exceed the Price).
- 17.5Neither party shall assign or sub-contract all or any part of their rights and obligations under this agreement without the written consent of the other party.
- 17.6The Customer agrees that Nationwide Commercial Cleaning may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Nationwide Commercial Cleaning to provide Services to the Customer.
- 17.7Neither 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.
- 17.8Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them