Payment
Payment will be due within 7 days of the invoice date.
Payments must be made to the Contractor by credit card, or any other approved method of payment accepted by the Contractor.
Payment confirmation shall be emailed to:
office@baronsbeverageservices.com.au
Expenses
From time to time throughout the duration of this Service Contract, the Contractor may incur certain expenses that are not included as part of the Fee for our Services to this Agreement.
The Contractor agrees to keep an exact record of any and all expenses acquired while performing the Services. The Contractor will submit an invoice itemizing each expense, along with proof of purchase and receipt.
Consideration / Compensation
In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Client (as determined by the Client), the Client shall provide the Contractor shall be compensated as follows:
The Contractor will invoice the Client after completion of works. The invoice will include any and all services performed under this Agreement as well as any pre-approved expenses as detailed in Exhibit B of this Agreement.
Invoice Disputes
The Client shall notify the Contractor in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within 7 Business Days from the date of the Client’s receipt of such invoice subject to dispute.
Client will be deemed to have accepted all invoices for which the Contractor does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
Termination
This Service Contract may be terminated at any time by mutual agreement by the Client and Contractor.
This Service Contract shall be effective on the date hereof and shall continue until terminated by either party upon 14 business days written notice.
The Client understands that the Contractor may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Service Contract Client agrees to pay any outstanding balances within 7 days of termination.
Completion and Deliverables
The Service Provider shall attempt to complete the services before the Clients venue opens for operations or complete services in a way that will not disrupt the Clients operations. Time shall be of the essence in the Contractor’s performance of this Agreement. The Client may request certain revisions 7 days after the services have been provided, if applicable.
Supplies and Equipment
The Contractor shall supply chemicals and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Client not supply the agreed upon supplies, the Client understands they will be responsible for reimbursing the Contractor for all expenses incurred.
The Client is responsible for furnishing the following supplies and/or equipment:
- Chemicals
Independent Contractor
The Client and Contractor expressly agree and understand that the above-listed Contractor is a contractor hired by the Client and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.
Accordingly, the Contractor acknowledges that neither the Contractor or the Contractor’s Employees are not eligible for any benefits, including, but not limited to, health insurance, retirement plans or stock.
The Contractor is not entitled to receive any other compensation or any benefits from the Client. Except as otherwise required by law, the Client shall not withhold any sums or payments made to the Contractor for federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the Contractor’s responsibility. The Contractor further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.
The Contractor is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. The Contractor shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.
Insurance
The Contractor warrants that it will obtain and keep in full force and effect at all times hereunder workers’ compensation, general liability and errors and omissions or professional liability insurance covering all of its Services.
The Contractor shall provide to the Client copies of all policies required to be maintained, and a Certificate of Insurance indicating said coverage shall be provided to the Client upon request.
The Contractor also warrants and represents that it has properly classified all of its workers, has and will maintain all required licenses and certifications.
Property Rights and Confidentiality
Throughout the duration of this Agreement, it may be necessary for the Contractor to have access to the Client’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
The Contractor is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Client. The Contractor’s obligation of confidentiality will survive the termination of this Service Agreement and stay in place indefinitely.
Upon the termination of this Service Agreement, the Contractor agrees to return to the Client any and all Confidential Information that is the property of the Client.
Indemnification and Release
The Contractor agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Contractor or any of the Contractor’s employees in the performance or failure to fulfill any Services or obligations under this Agreement.
Access
The Client agrees to provide the Contractor with the necessary access to the Property, and to all areas of the Property scheduled to be cleaned as defined under Scope of Services, at the scheduled date(s) and time(s).
- Client can provide key and alarm codes to Contractor so technicians can enter the property early to complete works.
- Client to advise Contractor of any weekdays that property may not be opened and arrange for Contractor to access property on this day.
No Exclusivity
The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties after both parties have agreed to termination of the Agreement.
Subcontractors
Except otherwise stipulated, the Contractor may, at their discretion, retain a third-party subcontractor to perform some of all of the services of the Services under this Agreement and the Client agrees not to retain or employ any outside parties to help with the Services.
Assignment and Subcontracts
The Parties to this Agreement shall not assign responsibilities they have agreed to under this Agreement to any other party or individual, except with the written consent and approval of both Parties.
Notice
All notices or requests required or contemplated by this Agreement shall be in writing and such notice shall be delivered as follows:
(a) if from the Client to the Contractor shall be hand-delivered or mailed to:
64 Mordaunt Circuit, Canning Vale, WA 6155
or such other address/email as the Client Shall specify in written notice to the Contractor.
or such other address as the Contractor shall specify in written notice to the Client.
Warranty
The Contractor shall provide its services and meet its obligations set forth in this Agreement in a timely and satisfactory workmanlike manner, using its knowledge and recommendations for performing its services which generally meets standards in the Contractor’s region and community, and agrees to provide a standard of care, equal or superior to care used by other professionals in the same profession. The Contractor agrees to pass on any part supplier warrantee to the Client.
The Contractor shall perform the services in compliance with the terms and conditions of the Agreement.
Dispute Resolution
Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Western Australia.
If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Western Australia, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Western Australia.
Governing Law
This Service Contract shall be governed in all respects by the laws of the State of Western Australia without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.
Force Majeure
Contractor and any of its employees or agents shall not be in breach of this Service Agreement for any delay or failure in performance caused by reasons out of its reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military, or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Contractor.
Legal Fees
Should a dispute between the named Parties arise that lead to legal action, the prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys ‘fees.
No Assignment
This Agreement shall be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No Waiver
No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).
Amendment
This Agreement may be amended only by a writing signed by all of the Parties hereto.
Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
