Services agreement of Electrifiable (A.B.N 84 835 463 956) (“Electrifiable”)

Thank you for using Electrifiable. This Services agreement will govern the Services provided by us to you. Importantly, it outlines both your responsibilities and ours while providing the Services.

By signing this Services agreement and using our Services, you agree that you have read, understand and agree to be bound by the terms outlined in this services agreement and the schedule to this services agreement. If you are using our Services on behalf of an organisation, you agree to the terms outlined in this services agreement, and the schedule to this services agreement, on behalf of such organisation.

The terms and conditions outlined in this services agreement are subject to the Special Conditions contained in the schedule to this services agreement. Where there is an inconsistency between the terms and conditions outlined in the services agreement and the Special Conditions outlined in the schedule, the Special Conditions shall prevail to the extent of any such inconsistency.

Definitions

In this services agreement unless the context indicates otherwise, the following words have the following meanings.

Cancellation Date means the date of cancellation of the Services and/or cancellation of engagement of Electrifiable by the Customer or by Electrifiable.

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

Commencement Date means the date on which Electrifiable (and all its employees, sub-contractors or agents) shall commence the Services as set out in the Schedule in this services agreement.

Completion Date means the date on which Electrifiable is to complete performing the Services as set out in the Schedule in this services agreement or such other date as the Parties may agree.

Customer means the customer as described in the Schedule to this services agreement.

Facilities means any building (or part of a building), the Customer’s electrical components, fixtures, fittings, switchboards or circuit boards. It includes access to such resources but also use of them to the extent required by Electrifiable in order to perform the Services.

Fees refers to the amount as set out in the Schedule to this services agreement or other such fees as the Parties may agree.

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

Intellectual Property includes trademarks, patents, copyrights, processes, know-how, registered designs or other like rights or any right to apply for registration of any of the former.

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

Parties means Electrifiable and the Customer, and Party means either one of them.

Services means the services to be provided by Electrifiable under this services agreement as set out in the Schedule to this services agreement.

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

Services

Electrifiable will provide the Services to the Customer in consideration for the Customer paying the Fee to Electrifiable, subject to the provisions of this services agreement.

Electrifiable and the Customer will agree the time period for the performance of the Services, subject to the availability of Electrifiable’s staff and agents.

Electrifiable will use reasonable endeavours to complete the Services by the Completion Date.

The Services will be performed by the employees or agents that Electrifiable may choose as most appropriate to carry out the Services.

Location

Electrifiable will provide the Services in places and locations, including any Facilities, as Electrifiable considers appropriate to the type and nature of the requirements of the Customers.

Fees

Payment of Fees

In consideration of the provision of the Services in accordance with this services agreement, the Customer will pay Electrifiable the Fees.

Where Electrifiable's charges are based on an hourly rate, any time spent which is less than an hour is charged on a pro-rated basis.

The Customer acknowledges that the Fees are exclusive of any GST that may be charged by Electrifiable to the Customer, and therefore, Electrifiable will be entitled to add on GST.

Should any extra work be required additional to, but in connection with, the Services then Electrifiable shall provide the Customer with a quote for these additional services based upon Electrifiable’s Fees and/or hourly rates. The Customer is required to approve such additional work as soon as possible after receiving notification and a quote from Electrifiable.

Invoicing

Electrifiable will provide the Customer with a tax invoice in accordance with the GST Law in relation to fees payable under this clause 4.

Payment will be made by the Customer to the Electrifiable within fourteen (14) days after receiving Electrifiable’s invoice.

Subject to the terms outlined in this clause 4, the Customer authorises Electrifiable to automatically debit the Customer’s account for any and all fees due to Electrifiable (as and when they become due), upon the giving of such account information by the Customer to Electrifiable.

Variation of Fees

Electrifiable is entitled to vary the daily or hourly rates (where applicable) during the term of this services agreement with written notice to the Customer of 7 days prior to the change being implemented.

Failure to pay

If the Customer does not make a payment by the date stated in an invoice or as otherwise provided for in this services agreement, Electrifiable is entitled to do any or all of the following:

charge interest on the outstanding amount at the rate of 2% per year above the base lending rate of Westpac Banking Corporation, accruing daily (which represents a genuine prediction of Electrifiable’s loss for failure of the Customer to make payment by the date stated in an invoice or as otherwise provided for in this services agreement;

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

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

Customer's obligations

During performance of the Services the Customer will:

co-operate with Electrifiable as Electrifiable reasonably requires;

provide the information and documentation that Electrifiable reasonably requires within a reasonable time frame, and ensure that such information and documentation is accurate, current and complete;

make available to Electrifiable such Facilities as Electrifiable reasonably requires; and

ensure that the Customer's staff and agents cooperate with and assist Electrifiable.

If the Customer does not provide the Facilities that Electrifiable reasonably requires (and within the time period) to perform the Services, then any additional costs and expenses which are reasonably incurred by Electrifiable will be paid by the Customer.

Any delay in the Customer providing any information of documentation or Facilities or access to such Facilities as required by this services agreement may affect the Fees for the provision of the Services, as well as the Completion Date and any other relevant timeframes. Any additional costs and expenses which are reasonably incurred by Electrifiable due to this delay will be paid by the Customer.

No partnership or employment relationship

Nothing in this services agreement constitutes the relationship of employer and employee between the Customer and Electrifiable or between the Customer and Electrifiable' Personnel.

It is the express intention of the Parties that any such relationships are denied.

Use of subcontractors

Electrifiable is permitted to use other persons to provide some or all of the Services.

Electrifiable is responsible for the work of any of Electrifiable's subcontractors.

Subject to clause 7(d), any work undertaken by any of Electrifiable' subcontractors will be undertaken to the same standard as stated in this services agreement.

To the extent that the terms of any subcontract stipulate a higher standard for any of the Services than the standards set out in this services agreement (including as to timing or quality), any Services provided by the relevant subcontractor will be governed by the terms and conditions of that subcontractor's subcontract.

Warranties, liability and indemnities

Warranties

Electrifiable warrants that it will use reasonable care and skill in performing the Services to the standard generally accepted within the industry, sector or profession in which Electrifiable operates for the type of Services provided by Electrifiable.

If Electrifiable performs the Services (or any part of the Services) negligently or is in breach of this services agreement, then, if requested by the Customer, Electrifiable will re-perform the relevant part of the Services, subject to paragraphs 8.5(a) and 8.5(b) below.

The Customer's request referred to in paragraph 8.1(b) must be made within seven (7) days of the date Electrifiable completed performing the Services that part of the Services.

Employees and subcontractors

Electrifiable covenants that Electrifiable is solely responsible for the payment to Electrifiable' employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as Electrifiable' employees or agents.

Electrifiable must otherwise comply with legislation applicable to Electrifiable' employees and agents.

Compliance with all laws

Throughout the engagement of Electrifiable, the Customer must comply at the Customer's 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 Customer or to the Services. The Customer must indemnify Electrifiable from and against all actions, costs, charges, claims and demands in respect thereof.

No warranties in relation to completion

Electrifiable provides no warranty that any result or objective can or will be achieved or attained at all or by a given completion date / the Completion Date or any other date, whether stated in this services agreement, the Services or elsewhere.

Limitation on liability

Except in the case of death or personal injury caused by Electrifiable's negligence, the liability of Electrifiable under or in connection with this services agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise must not exceed the Fees paid by the Customer to Electrifiable under this services agreement. The provisions of 8.5(a) will not apply to clauses 8.3 or 8.6.

To the extent permitted by law, Electrifiable will not be liable for any injury or loss suffered by the Customer in relation to any third party software or hardware which may be integrated with or contained within the Services provided by Electrifiable, whether installed by Electrifiable or otherwise.

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. The provisions of this clause do not apply to clauses 8.3 or 8.6.

Indemnity

The Customer must indemnify and hold Electrifiable harmless from and against all Claims and Losses arising from loss, damage, liability, injury to Electrifiable, its employees and third parties, infringement of third party Intellectual Property, or third party losses by reason of or arising out of any information supplied to Electrifiable by the Customer, its employees, or supplied to Electrifiable by the Customer within or without the scope of this services agreement.

No reliance

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

Limitation of Electrifiable’s power

Electrifiable warrants that Electrifiable will not incur any liability on behalf of the Customer or in any way pledge or purport to pledge the Customer's credit or accept any other or make any contract binding upon the Customer without prior approval being given by the Customer.

Survival of obligations

The obligations accepted by Electrifiable and the Customer under this clause 8 survive cancellation of the Services or expiry of this services agreement.

Cancellation and Suspension

Either Party may cancel the Services by notice in writing to the other if the Party notified:

breaches any term of this services agreement; and

fails to rectify this breach, to the satisfaction of the notifying Party, following the expiration of seven (7) days’ notice of the breach being given in writing by the notifying Party to the other Party.

Either Party may cancel the Services upon the happening of any of the following events:

if the Customer is made bankrupt, enters into a deed of arrangement or an order is made for it to be wound up;

if an administrator, receiver or receiver/manager or a liquidator is appointed to the Customer pursuant to the Corporations Act 2001 (Cth); or

if the Customer would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).

The Customer may, at its discretion, pay to Electrifiable the equivalent amount of the Fees payable by the Customer to Electrifiable during the notice period in lieu of any notice period relating to the cancelling of the Services.

Upon the cancellation of the Services any fees, expenses or reimbursements payable by the Customer to the Electrifiable in respect of any period prior to the Cancellation Date must be paid by the Customer within seven (7) days after the Cancellation Date.

Intellectual Property Rights

In accordance with the Australian Copyright Council the production of any original work automatically deems Electrifiable the author and owner of such work and the owner of the Intellectual Property in the work.

Electrifiable retains full ownership of any work it produces in the course of providing the Services.

Electrifiable reserves the right to use the Customer’s name for the purposes of promoting Electrifiable in any forum including but not limited to in print or digital media portfolios, social media and blogs, except where the Customer has specifically requested in writing otherwise.

General

Force majeure

Neither Party has any liability under or may be deemed to be in breach of this services agreement for any delays or failures in performance of this services agreement which result from circumstances beyond the reasonable control of that Party.

Amendment

This agreement can only be amended or varied in writing as agreed between the parties.

Representation

The Parties confirm that they have not entered into this services agreement on the basis of any representation that is not expressly incorporated into this services agreement.

Waiver

No failure or delay by Electrifiable in exercising any right, power or privilege under this services agreement will impair the same or operate as a waiver of the same nor may 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.

The rights and remedies provided in this services agreement are cumulative and not exclusive of any rights and remedies provided by law.

Severance

If any provision of this services 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 services agreement and rendered ineffective as far as possible without modifying the remaining provisions of this services agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this services agreement.

Notices

A notice or other communication connected with this services agreement has no legal effect unless it is in writing.

Law and jurisdiction

This services 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.

11.8 The Customer shall give Electrifiable not less than seven (7) days’ written notice of any change, or proposed change, of ownership of the Customer or any change in the Customer’s name or details.

SIGNED:

PRINT NAME:

COMPANY/ORGANISATION:

______________________________________

______________________________________

______________________________________

SCHEDULE

Item Details

1. Date of Agreement

2. Name of Customer (“Customer”)

3. Services to be performed (“Services”) General electrical services including electrical wiring, installation, repair and maintenance of electrical components and electrical infrastructure.

General handyman services including repair, maintenance and installation in residential and commercial premises.

[insert any further specific service to be performed for specific customer]

4. Commencement Date

5. Completion Date

6. Fees (“Fees”) [insert fees due to Electrifiable for the Services to be performed, including any deposit or up-front payment required]

7. Special Conditions [insert any special conditions relevant to the particular customer identified above]