Terms of Service

Terms of Service

GENERAL SERVICE AGREEMENT

Client

Your Company:

Individual:

(Individually and collectively the “Client”)

Contractor

Liberty Fire Services ABN: 44134888912 PO Box 6556 Nth Ryde

(the “Contractor”)

  1. BACKGROUND

 

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

 

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

 

  1. SERVICES PROVIDED

 

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

o          Fire Extinguisher Test & Tag;

o          Fire Hose Reel Test & Tag;

o          Fire Blanket Test & Tag.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

 

  1. TERM OF AGREEMENT

 

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

 

  1. PERFORMANCE

 

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

  1. CURRENCY

 

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).

 

  1. PAYMENT

 

The Contractor will charge the Client a flat fee of $120 inc GST call-out fee, $11 inc GST per fire extinguisher, $11 inc GST per fire blanket and $22 inc GST per fire hose reel units for the Services (the “Payment”).

The Client will be invoiced when the Services are complete.

Invoices submitted by the Contractor to the Client are due on completion of the service or unless agreed in writing within seven days of receipt.

In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.

The above Payment includes all applicable sales tax and duties as required by law.

 

  1. REIMBURSEMENT OF EXPENSES

 

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

All expenses must be pre-approved by the Client.

Interest on Late Payments

Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00% per calendar month or at the maximum rate enforceable under applicable legislation, whichever is lower.

 

  1. CONFIDENTIALITY

 

Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

 

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

 

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

 

  1. OWNERSHIP OF INTELLECTUAL PROPERTY

 

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

 

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

 

  1. RETURN OF PROPERTY

 

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

 

  1. CAPACITY/INDEPENDENT CONTRACTOR

 

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

 

  1. RIGHT OF SUBSTITUTION

 

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

 

In the event that the Contractor hires a sub-contractor:

o          the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

o          for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

 

  1. AUTONOMY

 

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

 

  1. EQUIPMENT

 

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

 

  1. NO EXCLUSIVITY

 

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

 

  1. NOTICE

 

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

 

  1. Your Company
  2. Liberty Fire Services

PO Box 6556 Nth Ryde, NSW 2113

or to such other address as either Party may from time to time notify the other.

 

  1. INDEMNIFICATION

 

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

  1. LIMITED LIABILITY

The Service Provider assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Service Provider will not be responsible for any action of the Companies in following or declining to follow any advice or recommendation of the Service Provider. The parties hereto recognise and agree that the effectiveness of the Services and the success of any actions undertaken by the Companies in response thereto are not guaranteed or warranted by the Service Provider in any respect whatsoever. The Service Provider is not liable for any faulty inspected fire safety equipment, fire extinguisher, fire blanket or fire hose reel unit that cease to function after the test and tag service is complete.

 

  1. MODIFICATION OF AGREEMENT

 

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

 

  1. TIME OF THE ESSENCE

 

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

  1. ASSIGNMENT

 

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

 

  1. ENTIRE AGREEMENT

 

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

 

  1. ENUREMENT

 

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

  1. TITLES/HEADINGS

 

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

  1. GENDER

 

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

  1. GOVERNING LAW

 

This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales.

 

  1. SEVERABILITY

 

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

  1. WAIVER

 

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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