Service Agreement

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This services agreement is made between Laundry Help (herein referred to as the Supplier) and any entity or entities utilising the services of Laundry Help (herein referred to as the Customer).

RECITALS

(A)  The Customer wishes to receive laundry services from Laundry Help, herein referred to as “the Services”.

(B)  The Customer wishes to engage an independent contractor to provide the Services.

(C)  Laundry Help is willing to provide the Services upon agreement and where necessary, is willing to appoint independent contractors to help provide the Services, all in accordance with the provisions of this Agreement.

OPERATIVE CLAUSES

1. Definitions and Interpretation

(a) Definitions

In this Agreement unless the context indicates otherwise, the following words will have the following meanings:

Background IP means the Intellectual Property of a Party which was in existence prior to the commencement of this agreement or which is subsequently developed by that Party

independently of and for purposes unconnected with this agreement.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise).

Confidential Information includes any information marked as confidential and any

information received or developed by Laundry Help during the term of this Agreement, which is not publicly available and relates to processes, equipment and techniques used by Laundry Help in the course of completing the agreed Services. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

Consumer Guarantee means a guarantee applicable to the supply of goods or services which is incorporated into this agreement pursuant to division 1 part 3-2 of the Australian Consumer Law.

Contract IP means Intellectual Property created by the Supplier in the course of performing its obligations under this agreement.

Customer means any entity that enters into agreement with Laundry Help, as outlined in this Agreement document

Deliverable means the goods or services to be supplied by the Supplier pursuant to this agreement.

Facilities means working space, washing machines, dryers, ironing equipment, other laundry related equipment, computer equipment, access to the internet and computer network, telecommunications system etc. It includes access to such resources but also use of them to the extent required by the Supplier in order to perform the Services.

Fee(s) means the fees set out in the Specification.

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency but does not include any act or omission of a subcontractor.

GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means all present and future rights conferred by statute, common

law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential

information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Parties means the Supplier, the Customer and any independent contractors, and Party means any one of them.

Related Body Corporate has the meaning given in s 50 of the Corporations Act 2001 (Cth).

Services means the services set out in the Specification.

Specification means the specific Services to be provided by under this Agreement. The Specification is set out in Schedule 1 of this Agreement.

Supplier means Laundry Help.

Supplier’s Personnel means any person or persons that the Supplier designates to perform the Services on the Supplier’s behalf.

Termination Date means:

(i) the date of termination of this Agreement by the Supplier or the Customer; and

(ii) by the stipulations of this Agreement.

(b) Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender; 

(b) words importing the singular number include the plural number and vice versa;

(c) words importing persons include firms, companies and corporations and vice versa;

(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;

(e) reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

(f) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(g) the headings to the clauses and schedules of this Agreement are not to affect the interpretation;

(h) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment; and

(i) the word "including" (and related forms including "includes") means "including without limitation".

2. Services

a) The Customer will enter into this Agreement as soon as there is agreement with the Supplier on the provision of Services.

(b) The Customer will start to receive the Services after paying the agreed Fee to the Supplier. Receiving Services prior to payment of Fees may only happen with prior arrangement with the Supplier.

(c) The Customer and the Supplier will agree on the time and place for the performance of the Services

(d) All parties will use reasonable endeavours to complete the Services including the provision of data, materials or reports by the dates specified in the Specification or any other dates agreed by the Parties.

(e) The Services will be performed by the employees or agents that may choose as most appropriate to carry out the Services as agreed, from time to time by the Parties.

(f) The Services to be performed as agreed by the Parties, the time estimates for the provision

of the particular Services, and the Fee(s) will be set out in the Specification.

3. Location

Laundry Help will provide the Services in places and locations as chosen by Laundry Help only. The only obligation to the Customer will be the agreed pick up and delivery locations.

4. Fee(s)

(a) Payment of Fee(s)

(i) In consideration of and prior to the provision of the Services in accordance with this agreement, the Customer will pay the Fee unless otherwise agreed to with Laundry Help by prior arrangement.

(ii) The Customer acknowledges that the Fees are exclusive of any GST that may be charged, and therefore, will be entitled to add on GST if applicable.

(b) Invoicing

(i) Laundry Help will provide the Customer with a tax invoice in accordance with the GST Law in relation to Fees payable under this clause 4, if applicable.

(ii) Payment will be made by the Customer to Laundry Help when receiving the invoice and when the laundry is picked up.

(iii) When making a payment, the Customer must quote relevant reference numbers and the invoice number.

(c) Variation of Fee(s)

Laundry Help is entitled to vary their rates with written notice on the website and when necessary, verbal notification to the Customer prior to the change being implemented.

(d) Costs and disbursements

Laundry Help is permitted to charge for additional costs and expenses incurred in performing the Services, but only with prior notification to the Customer.

(e) Failure to pay

If the customer does not make a payment to the invoice prior to commencing Services, Laundry Help may refuse to commence the Services. 

For business customers operating agreed contracts with Laundry Help for post Services payment, or as otherwise provided for in the agreement, Laundry Help is entitled to do any or all of the following if payment is not made by the due date:

(i) charge interest on the outstanding amount at the rate of 10% per year, accruing daily;

(ii) require to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and

(iii) not perform any further Services (or any part of the Services).

(f) Disputed invoices

If the Customer disputes the whole or any portion of the amount claimed in an invoice submitted by Laundry Help, the Customer must:

(i) pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this agreement; and

(ii) notify in writing (within7 days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.

5. Use of subcontractors

Laundry Help:

(a) is permitted to use other entities to provide some or all of the Services.

(b) is responsible for the work of subcontractors.

6. Disclosure and ownership of intellectual property

(a) The Parties agree that nothing in this agreement transfers or grants to any Party any right, title or interest in or to any Intellectual Property in any Background IP. 

(b) The Parties acknowledges that ownership of the Contract IP remains vested in Laundry Help. 

(c) The obligations accepted by the Parties survive termination or expiry of this agreement.

7. Confidentiality

(a) A Party which receives Confidential Information (Recipient) from the other Party

(Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.   

(b) The Recipient’s obligations in relation to the Confidential Information will continue for as

long as the Confidential Information is maintained on a confidential basis by the Discloser.

(c) At the Termination Date, or when earlier directed by the Discloser:

(i) all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and

(ii) the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.

(d) The Confidential Information does not include information which:

(i) is generally available in the public domain otherwise than as a result of a breach of clause 10(a) by the Recipient; or

(ii) was known by the Recipient prior to the Discloser disclosing the information to the Recipient.

(e) The Recipient agrees that the Discloser may require any of the Recipient’s personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s personnel.

(f) The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 10 by the Recipient.

(g) The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 10 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 10.

(h) The obligations accepted by the Recipient under this clause 10 survive termination or expiry of this agreement.

8. Warranties, liability and indemnities

(a) Warranties

(i) Laundry Help warrants that it will use reasonable care and skill in performing the Services.

(ii) If Laundry Help performs the Services (or any part of the Services) negligently or materially in breach of this agreement including any part of the Specification as agreed to by Laundry Help and the customer, then, if agreed to by Laundry Help and the Customer, Laundry Help will re-perform the relevant part of the Services.

(b) Compliance with all laws

Throughout this agreement, all parties must comply with and bear responsibility at their own cost and expense with all acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority. This requirement applies to the Services. 

(c) No warranties in relation to completion

This agreement provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date any other date, whether stated in this agreement, the Specification or elsewhere. Any given completion date is an estimate and is not a warranty.

(d) Limitation on liability

(i) Except in the case of death or personal injury caused by negligence, the liability under or in connection with this agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid under this agreement.  

(ii) Neither Party is liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or

goodwill. For the purposes of this subclause, “consequential loss or damage” means any Loss that does not arise naturally and according to the usual course of things as a result of a breach of this agreement or other event giving rise to such Loss, whether or not such Loss may reasonably be supposed to have been in the contemplation of the Parties at the time they made this agreement.

(e) No reliance

Each of the Parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.

(f) Survival of obligations

The obligations accepted by and under this clause 11 survive termination or expiry of this agreement.

9. Termination

(a) Service Agreements are terminated when: 

(i) Laundry items are delivered back to the Customer; or

(ii) Any party fails to observe any term of this Agreement; or

(iii) Any party fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of notice of the breach being given in writing by the notifying Party to the other Party.

(b) Either Party may terminate this Agreement immediately upon the happening of any of the following events:

(i) if the other Party commits a material breach of the agreement which is incapable of rectification;

(ii) if Laundry Help enters into a deed of arrangement or an order is made for it to be wound up;

(iii) if an administrator, receiver or receiver/manager or a liquidator is appointed to Laundry Help pursuant to the Corporations Act; or

(iv) if Laundry Help would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act.

(c) Upon termination of this agreement any outstanding fees, expenses or reimbursements payable by the Customer to Laundry Help in respect of any period prior to the Termination Date must be paid by the terms of the invoice.

10. General

(a) Force Majeure

(i) Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.

(ii) The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

(iii) If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this agreement by written notice to the other Party.

(b) Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

(c) Assignment

The Customer may not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.

(d) Entire agreement

(i) This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement.

(ii) The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

(e) Waiver

(i) No failure or delay by in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(ii) The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

(f) Agency, partnership etc.

(i) This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

(ii) Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party's behalf.

(g) Further assurance

Each Party to this Agreement will at the request and expense of the other execute and do any deeds and other things reasonably necessary to carry out the provisions of thisAgreement or to make it easier to enforce.

(h) Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

(i) Announcements

(i) No Party will issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes the other Party with a copy of such announcement or information and obtains the approval of the other Party to its terms.

(ii) No Party will be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.

(j) Notices

A notice or other communication connected with this Agreement has no legal effect unless

it is in writing. The notice may be posted on the laundryhelp.com.au website to take effect.

(k) Work, health and safety

Laundry Help must comply with all relevant work, health, safety and welfare standards and regulations determined by or as prescribed by legislation.

(l) Law and jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in Victoria, Australia. The Parties submit to the non-exclusive

jurisdiction of the courts of Victoria, Australia.

SCHEDULE 1 SPECIFICATIONS

(a) Services

General laundry services that may include any or all of laundry washing, drying, folding, ironing or any other services as specified on laundryhelp.com.au

(b) Fee

Fees are as specified on laundryhelp.com.au 

(c) Time

Timing of services, including estimated pick-up and delivery times, are just estimates and will be agreed to between Laundry Help and the Customer

(d) Location
Location of pickup and delivery are by agreement between Laundry Help and the Customer. Location of laundry services is determined solely by Laundry Help