1.1 “Service Provider” means Keen To Clean Operations – Australia Pty Ltd., and its respective successors, contractors, franchisees and assigns.
1.2 “Customer” means the customer named on any quote, invoice, purchase order or any other documentation produced in relation to this agreement, or any person or entity acting on behalf of and with the authority of the customer.
1.3 “Services” shall mean all services provided by the Service Provider to the Customer and any other services outlined on any quote, invoice, purchase order or any other documentation produced in relation to this agreement including any recommendations and advice.
1.4 “Goods” shall mean all goods supplied by the service provider to the customer or ordered by the customer but not yet supplied and includes Goods described on any quotations, invoice, purchase order, or any other document including any recommendations and advice.
1.5 “Price” shall mean the cost of the Goods and/or Services as agreed between Service Provider and the Customer subject to clause 5 of this agreement.
2.1 This agreement shall be governed by and construed in accordance with the laws of the State of Victoria.
2.2 The Customer agrees to submit to the jurisdiction of the appropriate courts nearest the capital city of the State of Victoria.
3.1 Any requests from the Customer to the Service Provider for the supply of the Goods and/or Services however made shall constitute acceptance of the terms and conditions contained herein.
3.2 These terms become binding upon acceptance and may thereafter only be altered or revoked with the written consent of the Service Provider.
3.3 Where more than one Customer has entered into this agreement, all Customers shall be jointly and severally liable for all payments of the Price.
3.4 Any changes to the Customer’s details, including but not limited to name, address, telephone, email, or any changes in ownership structure of the Customer requires written notice within seven (7) business days of such changes being made.
4.1 The Customer hereby disclaims any right to cancel the agreement, or to seek compensation for loss or damages arising from any misrepresentations made to them by the Service Provider, or any related corporations of the Service Provider, and their respective officers, employees, agents and contractors.
4.2 The Customer acknowledges that the Customer buys the Goods and/or Services relying solely upon their own skill and judgement.
5.1 The Customer agrees to pay the Service Provider, the price of the Goods and/or Services, within the agreed time for payment.
5.2 The price will be determined by the Service Provider’s quotation, or indicated on invoices, purchase order forms or any other documentation as provided by the Service Provider to the Customer.
5.3 Unless otherwise agreed in writing, the Service Provider’s quoted price will be binding for the Service Provider for a period of fifteen (15) days after the date of the quotation.
5.4 Any variation from the original agreed works or specifications may affect the price, and any variations of the price will be shown on the invoice. Payment for all variations must be made in full at the time of completion.
5.5 GST conditions will apply to all Goods purchased and Services provided by the Service Provider.
6.1 Unless otherwise agreed in writing, in the event that the Customer has been granted a credit account, the Customer agrees to pay all amounts in full, within thirty (30) days from the date of the invoice.
6.2 At the Service Provider’s sole discretion, a deposit may be required before the supply of any Goods and/or Services.
6.3 Payment will be made by Cash, Direct Deposit, or by any other method as agreed between the Customer and Service Provider.
7.1 The Customer shall be responsible for making any necessary arrangements (including but not limited to arranging furniture to a safe place, electricity connection, hot water connection, access to the property) to take delivery of the Goods and/or Services.
7.2 Delivery of the Goods and/or Services to any third party nominated by the Customer, (including carriers), is deemed to be delivery to the Customer for the purposes of this agreement.
7.3 Should the Service Provider fail to deliver all or part of the Goods and/or Services, the Service Provider shall not be liable for any loss or damage incurred by the Customer, or any of the Customer’s agents, related companies, or contractors.
7.4 The failure of the Service Provider to deliver Goods and/or Services shall not entitle either party to treat this contract as being cancelled.
8.1 The Customer shall inspect the Goods and/or Services upon delivery and notify the Service Provider within forty eight (48) hours of any alleged defect, or failure to fulfil the quote. The Service Provider will be given access to any Services within a reasonable time after the delivery in order to inspect any alleged defects in the Goods and/or Services.
8.2 Should the Customer fail to give such notification, the Goods and/or Services will be deemed to be in compliance with the quote, and free from any defects whatsoever.
9.1 The Service Provider guarantee will not be applicable in a situation where:
9.1.1 The Customer has failed to follow instruction or recommendation given by the Service Provider.
9.1.2 The Customer has not made payment in full for the Goods and/or Services which have been supplied to the Service Provider.
9.1.3 The Customer has failed to abide by the terms and conditions.
9.1.4 There is damage to the property, (i.e. uncleanable areas, damage in paint, damaged door or walls, damage in any furnishing or appliances etc).
9.1.5 The areas to be clean are not cleanable.
9.1.6 There are permanent stains on any fabric.
9.1.7 The defect or fault has occurred from negligence of the Customer after cleaning.
9.2 The Service Provider accepts no responsibility for loss or damage to the Customer, financial or otherwise, arising from a delay in the time taken for the Service Provider to replace or repair any Goods and/or Services covered by the Guarantee.
9.3 The Guarantee will become void if any maintenance or alteration is made to the Goods and/or Services without the Service Provider’s knowledge and consent.
10.1 The Customer is responsible, at their own cost, for arranging all licences, government consents, and approvals which may be required for the performance of any work under this agreement. The Service Provider will not accept any loss of damage due to not arranging government approvals prior to work commenced.
11.1 Where the Service Provider produces any documents, invoices, quotes, pattern, specifications or any other designs, intellectual properties in them and copyrights remains with the Service Provider, and may only be reproduced or copied with the written consent of the Service Provider.
12.1 The warranties, guarantees, conditions, rights and remedies of the Customer as outlined in the Commonwealth Trade Practices Act 1974 and the relevant Fair Trading Act of Victoria are not intended to be compromised as a result of anything contained in these terms and conditions, except to the degree permitted by those acts.
13.1 The Customer hereby agrees that if it should:
13.1.1 As an individual, commit an act of bankruptcy; or
13.1.2 As a company, pass a resolution for winding up or have a summons to wind up served upon it; or
13.1.3 Become subject to any form of external administration; or
13.1.4 Enter into an arrangement regarding outstanding payments with any of its creditors; or
13.1.5 Allow any invoice to remain in arrears beyond the agreed payment period; all monies currently owed to the Service Provider shall become due and payable immediately, and the Service Provider reserves the right to terminate the supply of Goods and/or Services to the Customer.
13.2 Should the Customer fail to pay an invoice when due, the Customer will be responsible for any additional costs associated with recovery of the outstanding amounts, including but not limited to the cost of a solicitor, and any cost incurred by the Service Provider’s nominated collection agency.
13.3 Interest on overdue accounts shall be charged from the date when payment becomes due until the date of the payment at a rate of 2% compounding per calendar month. Agreed credit terms for this contract are 14 Business days. This clause applies only if the invoice is not paid within 7 business of the invoice being overdue.
13.4 The Service Provider will not be liable to the Customer for any loss or damage the Customer suffers because the Service Provider exercises its right under this clause.
14.1 For the purpose of giving effect to the Customer’s obligation in these Terms, the Customer hereby irrevocably appoints the Managing Director or any authorised representative of the Service Provider from time to time, as its attorney in all things.
15.1 The Customer agrees on request to charge in favour of the Service Provider:
15.1.1 By way of a fixed charge all its books of account, financial records, goodwill, documents of title and current and later acquired real property and intellectual property; and
15.1.2 By way of a floating charge, the whole of the Customer’s other undertaking, property and assets, with payment of all monies owed to the Service Provider.
15.2 The Customer further agrees and consents to the Service Provider lodging a caveat to note its interest conferred by this clause.
15.3 Upon demand by the Service Provider, the Customer agrees to immediately execute a mortgage on terms satisfactory to the Service Provider to more particularly describe the security interest conferred by this clause and should the Customer fail to do so then the Service Provider is entitled to use the powers conferred by clause 15 above.
16.1 The liability of the Service Provider to the Customer for any reason related to the performance of the Goods and/or Services under this agreement shall be limited to the amount paid by the Customer to the Service Provider pursuant to this agreement.
16.2 The Service Provider accept no liability for Goods and/or Services provided based on any specification supplied by the Customer, which are subsequently found to be incorrect, and the Customer shall be responsible for any additional costs associated with the alteration of such Goods and/or Services.
17.1 The Customer hereby gives consent to the Service Provider obtaining a credit report to collect overdue payment on commercial credit (Section 18K (1) (h) Privacy Act 1988).
17.2 The Customer agrees that individual data provided may be used and retained by the Service Provider for the following purposes and for other purposes as agreed to between the Customer and the Service Provider or required by law from time to time:
17.2.1 Provision of Goods and/or Services.
17.2.2 Marketing of Goods and/or Services by the Service Provider, its agents, distributors, franchise owners or contractors.
17.2.3 Assessing the credit worthiness of the Customer in relation to extending credit.
17.2.4 Exchanging of information with a credit reporting agency or trade reference named by the Customer.
17.2.5 Processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer.
17.2.6 Collection of amounts outstanding in the Customer’s account by the Service Provider’s nominated collection agent or solicitor.
18.1 Notwithstanding retention of title as specified in clause 14 hereof, all risk passes to the Customer upon delivery.
18.2 If any of the Goods and/or Services are damaged or destroyed prior to title in them passing to the Customer, the Service Provider is entitled, without prejudice to any of its other rights and remedies under this agreement, to any insurance proceeds payable for the Goods and/or Services.
19.1 Ownership, Property, and title in all Goods and/or Services shall remain with the Service Provider until the Customer has paid all monies owing to the Service Provider for all Goods and/or Services provided.
19.2 The Goods and/or Services shall be kept separated and clearly identifiable as property of the Service Provider until property in the Goods and/or Services has passed to the Customer.
19.3 Until such time as property in the Goods and/or Services passes to the Customer, the Customer shall hold the Goods and/or Services as Bailee for the Service Provider, and hereby assigns all legal and equitable right and title to the proceeds of sale of the Goods and/or Services to the Service Provider.
19.4 The Service Provider may request in writing that the Customer return the Goods and/or Services or any part of them at any time until property in the Goods and/or Services passes to the Customer.
19.5 Should the Customer fail to return the Goods and/or Services to the Service Provider upon such notice, the Service Provider, without prejudice to any of its other rights and remedies under this agreement, reserves the right of entry to the Customer’s premises or any other premises where the Goods and/or Services may be stored, by its servants or agents for the purpose of recovering or re-selling the Goods and/or Services, and any cost incurred as a result of such action will be the responsibility of the Customer.
20.1 The Service Provider may cancel delivery of the Goods and/or Services at any time before delivery by giving written notice to the Customer.
20.2 The Service Provider shall not be liable for any loss or damage whatsoever arising from such cancellation.
20.3 At the Service Provider’s sole discretion, the Customer may cancel delivery of Goods and/or Services.
20.4 In the event that the Customer cancels delivery of Goods and/or Services, the Customer shall be liable for any costs incurred by the Service Provider up to the time of cancellation, including but not limited to any restocking fees incurred by the seller.
21.1 The Service Provider assumes no responsibility for changes in the laws of Victoria, or the Commonwealth of Australia which may affect the supply of Goods and/or Services under this agreement.
21.2 The Service Provider may sub contract part or all of its obligations under this agreement without the Customer’s consent.
21.3 The Service Provider reserves the right to review these terms and conditions at any time, and if any changes are deemed necessary, the Customer will be advised of such changes upon them being made.
21.4 No parties to this agreement shall be liable for any breach of any provisions of this contract arising from an act of God, natural disaster, terrorism, war or any other occurrence beyond the control of any party.
21.5 The Service Provider may take photos and/or videos of the area to be cleaned and release it to appropriate people if required.
21.6 If any Terms or Conditions contained in this document are found to be unenforceable for reasons of invalidity or illegality, the remaining provisions shall not be affected in any way whatsoever.
21.7 You agree that during the term of this agreement and for a period of 6 months following the termination of the agreement you will not employ, contract or otherwise engage any employee of the Service Provider without prior approval of the Service Provider in writing. In the event that you fail to comply with this clause, you agree to pay $50,000 to the Service Provider.