Terms and Conditions
(Terms)
1 DEFINITIONS
In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them in this Agreement, and:
Confidential Information includes information which:
(a) is disclosed to you in connection with this Agreement at any time;
(b) is prepared or produced under or in connection with this Agreement at any time;
(c) relates to our business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and regardless of how you receive that information.
Full Day means a minimum of four hours.
GST means:
(a) the same as in GST Law;
(b) any other goods and services tax, or any tax applying to this agreement in a similar way; and
(c) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
GST Law means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Part Day means a minimum of two hours.
Parties means the parties to these Terms.
Personnel means a Party’s employees, consultants, suppliers, subcontractors or agents.
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2 COMMENCEMENT
(a) This Agreement starts on the date you accept it and applies from that date (Start Date). You may not make any cancellations after the Start Date (other than in accordance with clause 11).
(b) Subject to the terms of this Agreement, we will start providing the Services within a reasonable time after the Start Date.
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3 OUR OBLIGATIONS
(a) In consideration of you paying us the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
(b) If we have agreed on a time in this Agreement within which the Services are to be provided, you acknowledge and agree that this is an estimate only and creates no obligation on us to provide the Services by that time.
(c) As part of our Services, we may provide 1:1 strategy sessions and organisational and decluttering sessions with Tamara Speedie (Session). These Sessions may be provided through a phone call, online through a video conferencing software or other digital software of our choosing, or in person. Any Sessions held are subject to Clause 6.
(d) If requested and agreed between the parties, we may provide Sessions in person to you at your living space. You acknowledge that transport expenses may apply where we are required to travel more than 50km beyond our head office, including charging per km.
(e) We may provide you with 1-2 additional hours of work in the event that there is a delay or if there are other circumstances requiring us to take longer than the expected time to provide our Services. Any additional hours of work are provided at our sole and absolute discretion and where we reasonably believe the additional work required will take a substantial amount of extra time, we may deem this as a Variation and reserve the right to charge you an additional cost.
(f) You may request a change to the Services by providing written notice to us (Variation Request). We have no obligation to comply with the Variation Request until:
(1) we have confirmed the Variation Request is acceptable in writing, including any required variation to the Price to perform the Variation Request (Price Variation);
(2) the Price has been adjusted to reflect the Price Variation; and
(3) you have paid us the adjusted Price in accordance with the Payment Terms.
(g) If there is a problem with the Services which is caused by a breach of this Agreement by us (Omission), and you have notified us of the Omission within 24 hours after completion of the Services, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Omission will be limited to (in our absolute discretion):
(1) remedying the Omission; or
(2) refunding you that portion of the Price paid by you with respect to the Omission.
(h) The Follow Up session allows for a maximum duration that is calculated based on a formula of one hour per days of service provided (Maximum Duration). E.g. If two full day sessions are booked, this would allow for a tow hour follow up session entitlement. Where required or if you are dissatisfied with our Services, you must provide meaningful feedback explaining why the solution is not working for you. We will use best endeavours to work with you in order to develop a solution that meets your needs in your home. If a solution can not be found within the Maximum Duration of the Follow Up session you may book additional sessions with us at a discount determined at our discretion. If the Follow Up session exceeds the Maximum Duration, we reserve the right to charge you an additional fee.
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4 YOUR OBLIGATIONS
(a) You must comply with this Agreement and all of our reasonable requests or requirements.
(b) You must obtain, and provide to us, all things reasonably necessary to enable us to provide the Services.
(c) You must be courteous and respectful to us at all times, failure to do so may result in us terminating this agreement immediately.
(d) Your instructions will be taken at first instance as your final instructions. In this regard if you indicate we can donate an item to charity or throw it away and we action those instructions you cannot then change your mind. If you do we are not liable for having already disposed of an item. This also applies where an item you wish to keep has been inadvertently caught up with items donated to charities or disposed of.
(e) You must pay us the Price, all disbursements (including travel and accommodation costs and third party costs incurred by us in the provision of the Services), and any other amounts payable to us under this Agreement in accordance with the Payment Terms.
(f) If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion) immediately cease providing the Services and/or charge you interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly.
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5 PAYMENT OF GST
(a) Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
(b) In addition to paying the Charges and any other amount payable or in connection with this agreement (which is exclusive of GST), you will:
(1) pay to us an amount equal to any GST payable from any supply of Services by us in respect of which the Charges or any other amount is payable under this agreement; and
(2) make such payment either on the date when the Charges are due or within three (3) days after you are issued with a tax invoice, whichever is the later.
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6 CANCELLATIONS
(a) Subject to Clause 8, you must provide at least 72 hours' notice to cancel or reschedule our Services for a Session. If you cancel with less than 72 hours’ notice, you will forfeit that Session and we reserve the right to charge you the full cost for that Session.
(b) If you contact us to reschedule a Session, we will use reasonable endeavours to comply with your request, however we cannot guarantee that we will be available at your requested rescheduled time. If we are not available, we will work with you to rearrange the next best possible time and date for a Session.
(c) We may cancel our Services for a Session with reasonable notice to you in the event the cancellation is necessary due to circumstances beyond our control. You agree we have no other Liability to you if this clause applies.
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7 LATE PAYMENT
(a) Payment for works already completed is due within seven (7) days of the invoice date, unless otherwise agreed to in writing.
(b) A reminder will be sent when an invoice is past due. Failure to make payment within 24 hours of this notice will result in a $25 fee.
(c) An additional $25 fee will be applied for each week or part thereof that the invoice remains overdue.
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8 COVID-19
(a) Where a Session is scheduled to take place in person, due to the ongoing COVID-19 pandemic, you acknowledge and agree that:
(1) you are not experiencing any symptoms such as cough, shortness of breath or difficulty breathing, fever, chills, muscle pain, headache, sore throat or a loss of taste or smell (Symptoms) and have not experienced these Symptoms in the last 7 days; and
(2) to the best of your ability you do not believe you have been exposed to someone who is a suspected and/or confirmed case of COVID-19.
(b) If you are feeling unwell or have tested positive to COVID-19 prior to your Session, we may:
(1) for in-person Sessions, proceed with the Session online instead; or
(2) cancel and reschedule the Session if required. In this case credit will be provided to you to reschedule a Session, however the rescheduled Session must take place within 3 months of the date of cancellation.
(c) You waive and release and agree to hold us harmless from any and all causes of action, claims, demands, damages, costs, expenses and compensation for damage or loss to yourself and/or property that may arise in any way in connection with any exposure and/or infection of the COVID-19 virus at a Session with us.
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9 INTELLECTUAL PROPERTY
(a) As between the parties, all intellectual property rights (including copyright) developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement or the provision of the Services) will at all times vest, or remain vested, in us.
(b) On the Start Date, you grant us a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to use, develop, adapt and modify (Use) all intellectual property rights (including copyright) in any materials that you provide to us in connection with this Agreement, and you will ensure that any such Use does not infringe any intellectual property rights of any person.
(c) If you or any of your Personnel has any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any materials provided, used or prepared in connection with this Agreement, you (and you will ensure that your Personnel) consent to the infringement of those Moral Rights by us or our Personnel.
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10 LIMITATIONS
Despite anything to the contrary, to the maximum extent permitted by law:
(a) you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Start Date;
(b) you agree that this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement;
(c) our maximum aggregate Liability arising from or in connection with this Agreement will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services the subject of the relevant claim;
(d) we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
(1) event or circumstance beyond our reasonable control;
(2) your instruction in relation to clause 4(d) about disposing of an item to charity or by throwing it away;
(3) acts or omissions of you or your Personnel;
(4) defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; and/or
(5) loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data;
(6) any loss, corruption, or unauthorised access to data or digital records created or used during the Services, including those stored on third-party platforms. We are not responsible for the performance, reliability or security of external systems beyond our control; and
(e) you will indemnify us for and against all Liability arising from or in connection with any wrongful act or omission by you or your Personnel.
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11 IMPLIED TERMS AND CONSUMER GUARANTEES
(a) Subject to the below, any condition or warranty which would otherwise be implied in this Agreement is excluded.
(b) Our Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited:
(1) in the case of services, to any one of the following as determined by us:
(A) the supplying of the services again; or
(B) the payment of the cost of having the services supplied again.
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12 DISCLAIMER
You agree to proceed with our Services on the following basis:
(a) each individual’s living space and circumstances are different. While we use best endeavours to ensure that your living space is organised and decluttered to your liking, we do not guarantee that you will like our recommendations or the way that we have organised your living space;
(b) we are only responsible for helping you declutter and organise your living space and we do not assist you in maintaining your own items. It is your responsibility to continually keep your items organised and your living space decluttered if you wish to do so and we are not responsible for any failure of organisation which occurs after our Services have concluded;
(c) during a Session, we may make recommendations on items you may wish to dispose of and/ or items you may wish to keep. If you instruct us to keep out of date items, you do so at your own risk and you release us from any liability in relation to any negative or adverse consequences that may arise from doing so; and
(d) from time to time we may recommend products or goods to you that we may receive a commission or any other form of compensation for (Affiliate Products). Where we have recommended Affiliate Products we will disclose this and any relationship between us and the owners of the Affiliate Products. To the maximum extent permitted by law, we are not responsible for any loss, damage, expense or liability suffered by you resulting from your purchase of any Affiliate Products.
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13 TERMINATION
(a) This Agreement will terminate upon written notice by:
(1) either party, if mutually agreed in writing between the parties;
(2) us, if you breach this Agreement including but not limited to failure to make payment as per the payment terms, repeated cancellation or rescheduling attempts in breach of Clause 6, or failure to comply with Clause 4, and that breach has not been remedied within 5 working days of being notified by us; or
(3) you, if we breach a material term of this Agreement and that breach has not been remedied or overcome within 15 working days of being notified by you.
(b) On termination of this Agreement, you will:
(1) where this Agreement is terminated under clauses 13(a)(1) or 13(a)(2), immediately pay to us the Price and all of our additional costs resulting from the termination;
(2) where this Agreement is terminated under clause 13(a)(3), immediately pay to us the Price for the Services performed up to the date of termination (and all other amounts due and payable to us under this Agreement);
(3) immediately return to us all property, including Confidential Information, belonging to us or our Personnel; and
(4) not use any intellectual property rights (including copyright) belonging to us or our Personnel.
(c) Termination of this Agreement will not affect any rights or liabilities which a party has accrued under it.
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14 GENERAL
(a) Disputes: A party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute (unless that party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).
(b) Confidentiality: You will (and will ensure your Personnel will) keep confidential, and not use or permit any unauthorised use of, any Confidential Information without our prior written consent, except where the disclosure is required by law.
(c) Notices: Any notice given under this Agreement must be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
(d) Relationship of Parties: This Agreement is not intended to create a partnership, joint venture or agency relationship between the parties.
(e) Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
(f) Entire agreement: This Agreement contains the entire understanding and agreement between the parties in respect of its subject matter.
(g) Amendment: This Agreement may only be amended by written instrument executed by all parties.
(h) Survival: Clauses 3(f), 6(c), 7, 8(c), 9, 10, 11, 12, 13(b), 14(a) and 14(b) survive termination of this Agreement.
(i) Governing law: This Agreement is governed by the laws of Queensland.