AGREEMENT FOR FACILITATION OF CLEANING SERVICES

3. INTERPRETATION

3.1 A reference to a:

• (a) Document or agreement or contract is to that document, agreement or contract as amended
• (b) Party to this document includes a permitted substitute or permitted assign of that party
• (c) Person includes any type of entity or body
• (d) Legislation includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it.

3.2 A singular word includes the plural and vice versa.

3.3 A word which suggests one gender includes the other gender.

3.4 If a word is defined in this Agreement, it has the meaning consistent with that definition, howsoever the word is used.

3.5 If an example is given of anything, the example does not limit the scope of that thing.

3.6 In the event of inconsistency between the provisions of this Contract and any matter of law, then the provisions of the matter of law will prevail to the extent of the inconsistency.

3.7 The construction, validity and performance of this Contract will be governed in all respects by the law and Courts of New South Wales.

3.8 References in this Contract to any legislation or a provision in any legislation is a reference to the legislation in force as amended from time to time.

3.9 References to the word “include” or “includes” means without limitation.

3.10 Where the day on or by which something must be done is not a Business Day, that thing must be done on the next Business Day.

3.11 Unless the contrary intention is expressed if there is an inconsistency between any of one or more of:

• (a) this document
• (b) a schedule and
• (c) a document expressly incorporated by reference in this document or a schedule, the order of precedence between them will be the order listed above.

4. FEES

• 4.1 In consideration of the Cleaning Services provided by the Cleaner, the Company shall pay the Cleaner the Cleaner Fee for the Cleaning Services in accordance with Schedule 2 after deduction of the Whizz Fees from the Cleaning Fee.
• 4.2 The Cleaner Fee is determined in accordance with the number of bedrooms and bathrooms in the Premises, and each additional service, if any, provided by the Cleaner. This amount is determined by the Company in accordance with Schedule
• 4.3 In the event that at, any time after the Commencement Date, the Cleaner is not able or willing for whatever reason to continue to provide a Cleaning Services, the Company will not be required to pay to the Cleaner any further Cleaner Fee or other sums (whether by way of compensation or otherwise) beyond works already carried out.

5. PAYMENT TERMS

• 5.1 Once the Cleaner has completed the Cleaning Services required, the Company as agent for the Cleaner will promptly generate a tax invoice on behalf of the Cleaner in respect of those Cleaning Services, to send to the Client.
• 5.2 The Company must retain copies of tax invoices issued on behalf of the Cleaner for at least four years and make them available for inspection by the Cleaner on reasonable notice.

5.3 The Company will:

• (a) account to the Cleaner once per week for Cleaning Services provided in the week just past
• (b) pay the Cleaner it’s Cleaner Fee for such Cleaning Services and
• (c) issue tax invoices to the Cleaner for Whizz Fees in respect of such Cleaning Services

(Company Accounting).

• 5.4 If the Cleaner disputes in good faith an amount in the Company Accounting, the Cleaner must in writing, within 30 days of the date of the dispute, set out the reasons for its dispute and the amounts in dispute.
• 5.5 The parties must use reasonable endeavours to promptly resolve any dispute in accordance with clause 20.
• 5.6 If, within 24 hours before the Booking, the Client cancels or reschedules the Booking, the Cleaner will still be paid the Cleaner Fee for that Booking.
• 5.7 If, prior to 24 hours before the Booking, the Client cancels or reschedules the Booking for whatever reason, no Cleaner Fee will be due from the Company to the Cleaner for the initial Booking.

6. NON SOLICITATION

• 6.1 The Cleaner agrees that neither it, nor any of the Cleaner’s Personnel, will, by direct arrangement with a Client, without the involvement of the Company, (unless otherwise agreed in writing by the Company) accept any appointment or engagement with, or otherwise render any services to the Client or to any related entity of the Client at any time from the date of this Agreement and for a period of twelve months following the termination of this Agreement.

7. OBLIGATIONS AND RESPONSIBILITIES OF CLEANER

• 7.1 The Cleaner and the Cleaner’s Personnel throughout the term of this Agreement will provide the Cleaning Services from time to time. The Cleaner undertakes to use its best endeavours to ensure that the Cleaner’s Personnel faithfully and diligently provide the Cleaning Services to the Client in accordance with the terms and conditions of this Agreement, particularly within the agreed timeframe.
• 7.2 The Cleaner agrees on its own part and on behalf of the Cleaner’s Personnel and/or substitutes as follows:
• (a) Not to engage in any conduct detrimental to the interests of the Company or the Client including any conduct tending to bring the Company or the Client into disrepute or which results in loss of custom or business for the Company or the Client
• (b) to take all reasonable steps to safeguard its own safety and the safety of any person or persons who be affected by its work in relation to the Cleaning Services
• (c) to furnish the Company with any progress reports as may be requested from time to time
• (d) to comply with all requirements of GST Legislation and the Corporations Act 2001
• 7.3 The Cleaner must cause the Cleaner’s Personnel to comply with any access arrangements or safety requirements in relation to the client’s premises.
• 7.4 If the Cleaner or Cleaner’s Personnel lose the key to the Premises, the Cleaner must pay for the replacement of such key.
• 7.5 The Cleaner must cause the Cleaner’s Personnel to immediately notify the Client upon discovering any hazardous material or substance.
• 7.6 The Cleaner is responsible for ensuring the working environment is safe and without risk to health.

8. PERFORMANCE

• 8.1 Once the Cleaner accepts a job, they are required to complete the Cleaning Services at the specified time and complete all services as set out in the Booking. Failure to do this will constitute Non-Completion of Services.
• 8.2 If the Cleaner or the Cleaner’s Personnel accepts a Booking, and cancels that Booking, or notifies the Company that it will not be able to perform the Cleaning Services as per the Booking, within 48 hours before the Cleaning Services is scheduled to begin, this constitutes a Non-Completion of Services and the Company will not be required to pay the Cleaner any further Cleaner Fee for those works not carried out.
• 8.3 If any member of the Cleaner’s Personnel provides two Non-Completion of Services, the Company reserves the rights to terminate this Agreement effective immediately. Further, the Company reserves the rights to no longer use the Cleaning Services of that member of the Cleaner’s Personnel. If the Cleaner or any of the Cleaner’s Personnel accepts a Booking, and cancels that Booking, or notifies the Company that it will not be able to perform the Cleaning Services as per the Booking, prior to 48 hours before the Cleaning Services is scheduled to begin, this does not constitute a Non-Completion of Services, however the Company is not required to pay the Cleaner any Cleaner Fee for those works not carried out.
• 8.4 If the Cleaner provides a Defective Service, the Cleaner is given one opportunity to return to the Premises at a time convenient to the Client to provide Cleaning Services to resolve the Defective Service. The Company is not required to pay the Cleaner for the Cleaning Services to resolve the Defective Service.
• 8.5 If any member of the Cleaner’s Personnel provides more than one Defective Service, the Company reserves the right to terminate this Agreement effective immediately. Further, the Company reserves the rights to no longer use the Cleaning Services of that member of the Cleaner’s Personnel.
• 8.6 If the Cleaner or the Cleaner’s Personnel have accepted a Booking, and do not show up, without prior reasonable notice, the Cleaner will not be paid for those Cleaning Services.
• 8.7 Further to Clause 8.6, the Company reserves the right to deduct from any moneys owing to the Cleaner, the Cleaner Fee for a replacement Cleaner to fulfil the Booking the Cleaner did not complete.
• 8.8 If a member of the Cleaner’s Personnel does not turn up to complete the Cleaning Services as per a Booking, that member of the Cleaner’s Personnel is no longer able to provide Cleaning Services for the Company.
• 8.9 If more than once, any of the Cleaner’s Personnel do not turn up to complete the Cleaning Services as per a booking, the Company may terminate this Agreement between the Cleaner and the Company.

9. OBLIGATIONS AND RESPONSIBILITIES OF COMPANY

• 9.1 The Company facilitates bookings and enters into contracts for and on behalf of the Cleaner with Clients in respect of Cleaning Services.
• 9.2 The Company will provide round procurement, scheduling, accounts receivable management, administration, business development, and lead generation.
• 9.3 The Company will generate a tax invoice on behalf of the Cleaner. The Company will send it to the Client, and pay the applicable Cleaner Fee to the Cleaner in accordance with clause 5.4 of this Agreement.
• 9.4 Prior to the commencement of Cleaning Services, each Cleaner will be inducted on the Company’s Safe Work Methods. In accepting the first Booking, the Cleaner is taken to have completed the induction of the Company’s Safe Work Methods.

10. CLEANING SERVICES

• 10.1 Once a Client connects with the Company for home Cleaning Services and a quote has been provided and accepted by the Client, the Company will facilitate the performance of the Cleaning Services with the Cleaner.
• 10.2 If the Cleaner accepts the Cleaning Services Booking as facilitated and arranged by the Company, the Company will be deemed to have entered into a contract with the Client, for the provision of those Cleaning Services (“Cleaning Agreement”). A copy of the Cleaning Agreement is available from the Company.
• 10.3 The Cleaning Agreement (including annexures) will specify details of the Premises to be cleaned including:
• (a) The address of the Premises to be cleaned
• (b) Price for Cleaning Services
• (c) Date for the Performance of the Cleaning Services
• (d) Number of bedrooms
• (e) Number of bathrooms
• (f) All extra services to be provided, including but not limited to the cleaning of fridge, laundry, kitchen cupboards, balcony, ironing, pantry, oven, and windows.
• (g) Access details to the house/apartment.
• 10.4 The Cleaner must perform the Cleaning Services within the agreed timeframe, as set out in the Cleaning Agreement including all annexures.

11. ENTITLEMENT TO WORK IN AUSTRALIA

• 11.1 The Cleaner warrants that it, and all of the Cleaner’s Personnel are legally entitled to work in Australia. Accordingly, if requested by the Company, the Cleaner is required to provide the Company with the requested Cleaner’s Personnel’s passport, visa or birth certificate as appropriate so the Company can view and copy the relevant document. These documents must be provided within 48 hours of the request by the Company.
• 11.2 If the Cleaner employs, contracts or agents with a new person, the Cleaner warrants that that person is entitled to work in Australia, and is subject to Clause 11.1.

12. INTELLECTUAL PROPERTY

• 12.1 The parties agree that other than as provided in this Agreement, nothing in this Agreement transfers ownership in, or otherwise grants any rights in, any Intellectual Property Rights of a party.
• 12.2 If either party provides any material to the other party that contains any Intellectual Property Rights which were developed independently of this Agreement by the first party (“Pre-Existing Material”), then the first party grants to the other party a non-transferable, non-exclusive, royalty-free license to use, reproduce, copy, add to, modify and communicate the Pre-Existing Material solely for the purpose of:
• • (a) in the case of the Cleaner, meeting its obligations to the Company under this Agreement and

  12.3 Notwithstanding any other provision of this Agreement, if any is created by the Cleaner which contains or was created using any the Company Intellectual Property (“Created Material”), then upon its creation, Cleaner:

  • (a) assigns all of the Intellectual Property Rights in the Created Material to the Company and will obtain any Moral Rights waivers and consents necessary. This assignment operates as an assignment of future Intellectual Property Rights to the extent that the Created Material is not in existence at the date of this Agreement and
  • (c) will deliver any or all of the Created Material to the Company and delete all copies in the ‘Cleaner’s possession or control.

13. TERMINATION

13.1 Either Party may terminate this Agreement through giving 30 days written notice to the other Party of its intention to terminate if the other party:

• (a) has failed to comply with any of its obligations under this Agreement and fails to comply before expiry of the 30 day notice period
• (b) becomes unable and or unwilling to perform any or all of its obligations and take all actions contemplated under this Agreement.
• 13.2 Either Party may terminate this Agreement by written notice to the other Party with immediate effect if the other party is Insolvent.
• 13.3 If the Cleaner or the Cleaner’s Personnel breach the Non-Solicitation clause, as set out in Clause 6, the Company may terminate this Agreement by written notice to the Cleaner with immediate effect.
• 13.4 Invoices for Cleaning Services rendered prior to effective date of termination will be honoured, but the Company will have no further liability to the Cleaner.
• 13.5 Termination of this agreement does not affect the Company’s obligation to supply the Cleaning Services to Clients nor its rights to terminate or amend its services pursuant to agreements with those Clients.

14. WARRANTY

14.1 The Cleaner warrants that:

• (a) is registered for GST and has provided its ABN to the Company
• (b) by entering into this agreement and performing the duties under this agreement, the Cleaner will not be in breach of any agreement with, or obligation owed to, any third party
• (c) it has disclosed everything to the Company which may be material to the Company’s decision to facilitate the arrangement of Cleaning Services as per this Agreement
• (d) it is able to perform its obligations under this Agreement and the Cleaning Services contemplated in Schedule 1.
• 14.2 The Cleaner warrants and represents to the Company that it and the Cleaner’s Personnel have had police checks, and have no criminal record, and there are no pending criminal charges against the Cleaner or any of the Cleaner’s Personnel.
• 14.3 The Company may request to see the police check for any/all of the Cleaner’s Personnel. If the Company requests such police checks, the Cleaner must provide this within 48 hours of the request. The Company may terminate this Agreement with immediate effect if the Cleaner fails to provide the requested police check within 48 hours.

15. LIMITED WARRANTIES, INDEMNIFICATION AND DISCLAIMERS

• 15.1 The Cleaner warrants and represents to the Company that it is an independent contractor and, as such, bears sole responsibility for the payment of any tax and superannuation contributions which may be found due from it in relation to any payments or arrangements made under this Agreement in connection with the Cleaning Services and further, the Cleaner agrees to indemnify the Company (and to keep the Company indemnified) in respect of all and any tax and superannuation contributions which may be found due from the Company any payments or arrangements made under this Agreement together with any interest, penalties or gross-up.
• 15.2 The Cleaner warrants that it has a minimum of $10 million public liability insurance, which will cover the Cleaner for the Cleaning Services performed.
• 15.3 The Cleaner must, prior to the commencement of this Agreement, provide the Company with evidence of the insurance it is required to have in place under this Agreement.
• 15.4 Prior to commencing any work under this Agreement, the Cleaner must insure against statutory and common law liability (including liability under all applicable State and Federal legislation dealing with Workers Compensation) for the death of or injury to persons employed by the Cleaner. The insurance cover must be maintained throughout this Agreement.
• 15.5 The Cleaner warrants that its Cleaning Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• 15.6 The Cleaner warrants that the Cleaning Services will meet the Client’s requirements, that the operation of the Cleaning Services will be uninterrupted or error-free or that all service defects or errors will be immediately corrected.

16. LIABILITY

• 16.1 Other than in respect of the payment of the Cleaner Fee properly due, the Company shall not be liable to the Cleaner in respect of any losses suffered or incurred by its arising out of or in connection with the provision of the Cleaning Services. If, however, for whatever reason, any liability shall be found to attach to the Company, any damages and/or other sums payable shall be limited to the amount of any Cleaner Fee already paid to the Cleaner by the Company as at the date such liability arises.
• 16.2 The Cleaner shall be liable for any loss, damage or injury to any party or parties (including the Company, the Client, or their officers, servants or agents) resulting from its negligent acts or omissions during the provision of the Cleaning Services (including negligent acts or omissions of any of the personnel and/or any substitutes) and shall indemnify and keep indemnified the Company against any claim or claims made by the Client and/or by any party or parties to such negligent acts or omissions.
• 16.3 The Cleaner is responsible for the safety and wellbeing of their staff. The Company will not be responsible or liable for any injuries inflicted whilst the Cleaner or its employees or contractors are carrying out any Cleaning Services.
• 16.4 The Cleaner releases the Company to the fullest extent permitted by law from and against all claims howsoever arising in the course of or by reason of the performance of this Agreement, except to the extent that such claims arise as a result of any negligent act or omissions
• 16.5 The Cleaner indemnifies the Company against all claims, actions, suits, demands, costs, losses, expenses (including legal costs on a solicitor and own client basis) and other liabilities suffered or incurred by the Company, its directors, servants, and officers, arising directly or indirectly from any cause, including but not limited to any death or personal injury of any of the employees or contractors of the Cleaner and any other person to whom the Cleaner owes a duty of care.

17. EQUIPMENT

• 17.1 The Company will supply to the Cleaner protective items of clothing should they choose to wear them.
• 17.2 The Cleaner is expected to supply all cleaning equipment required to complete the specified cleaning tasks, apart from the protective clothing as set out in Clause 17.1 above
• 17.3 The Cleaner will provide the Cleaning Services at its own cost, including payments to the Cleaner’s Personnel of remuneration and benefits including salaries and wages, annual leave, sick leave, superannuation, long service leave and all other benefits to which any of them may be entitled under any contract of service with the Cleaner or under any award, industrial instrument, statute or common law.

18. FORCE MAJEURE

• 18.1 If performance or observance of any obligations of the Company or the Cleaner is prevented, restricted or affected by reason of a force majeure event including industrial dispute, shortage of goods or labour, breakdown of equipment, prolonged periods of wet weather, or any other cause beyond the reasonable control of either party, either party may, in its absolute discretion, give prompt notice of that cause to the other party, but in any event not later than 7 days after the occurrence of such event. On delivery of that notice, the party is excused from such performance or observance to the extent of the relevant prevention, restriction or effect.

19. RELATIONSHIP OF PARTIES

• 19.1 Nothing in this Agreement (or any of the arrangements contemplated by it) is or may be deemed to constitute a partnership or joint venture or a relationship of employer and employee between the Parties nor, except as may be expressly set out in this Agreement, does it constitute either Party being the agent of the other for any purpose.
• 19.2 Unless the Parties otherwise agree in writing, neither may enter into contracts or commitments with third parties as agent for the other Party, or describe itself as such an agent or in any way hold itself out as being such an agent.
• 19.3 Neither Party shall incur any liability on behalf of the other or in any way represent or bind the other Party in any manner whatsoever.

20. DISPUTE RESOLUTION

Appointment of Representative

• 20.1 The parties undertake to use all reasonable efforts in good faith to attempt to resolve any Dispute which arises between them in connection with this Agreement.

Notice of Dispute

• 20.2 Either the Company or Cleaner may give the other party a Notice of Dispute in connection with this
  Agreement.

Limited Rights to Commence Proceedings

• 20.3 A party may not commence legal proceedings (except proceedings seeking injunctive relief or provisory/conservatory measures) in respect of any dispute, claim or controversy arising out of or relating to this Agreement (hereinafter the “Dispute”) until after the completion of the initial mediation session as described below, or sixty (60) days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the parties so desire.

Dispute not Resolved – Mediation

• 20.4 If after a period of thirty (30) business days or such other reasonable period as is agreed to by the
  parties after delivery of a Dispute Notice under this clause, the parties have not been able to resolve a Dispute or agree on a process to resolve a Dispute, the parties expressly agree to try to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to litigation. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation which are operating at the time the matter is referred to ACDC (Guidelines). The Guidelines set out the procedures to be adopted, the process of selection of the mediator, and the costs involved. The terms of the Guidelines are deemed to be incorporated into this agreement.
• 20.5 Notwithstanding the foregoing, the Parties expressly agree that the mediation shall be conducted in accordance with the following principles which shall prevail over the Guidelines in the event of a contradiction between such principles and the Guidelines:
• (a) The parties will cooperate with ACDC and with one another in selecting a mediator from ACDC panel of neutrals, and in scheduling the mediation proceedings.
• (b) The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs.
• (c) All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any ACDC employees are confidential.
• 20.6 This clause survives the termination of this Agreement.

21. CUSTOMER SERVICE

• 21.1 After the completion of each of the Cleaning Services, the Cleaner and/or Cleaner’s Personnelwill be rated by the Client. Through the acceptance of this Contract, the Cleaner acknowledges that their Cleaning Services will be rated, and authorises the Company to share these ratings with potential Clients.
• 21.2 The Client will rate the Cleaner or Cleaner’s Personnel with a positive rating or a negative rating. If any of the Cleaner’s Personnel receive two negative ratings within 6 months, that member of the Cleaner’s Personnel is no longer able to provide Cleaning Services for the Company.
• 21.3 If there are ten negative ratings about the Cleaner’s Personnel within 12 months, the Company has the right to terminate this Agreement with immediate effect.
• 21.4 The Cleaner must adhere to all policies and procedures as set out by The Company, including Customer Service Policies. These policies and procedures are subject to change from time to time.
• 21.5 If the Cleaner, or any if its employees or contractors are found to be stealing any of the Client’s property, the police will be notified immediately and will investigate the matter accordingly.

22. GENERAL Acknowledgements Entire Agreement

• 22.1 This Agreement constitutes the entire Agreement between the parties in relation to its subject matter.
  No representation, warranty, understanding, arrangement or provision not expressly set out in this Agreement will bind the parties. Accordingly, all correspondence, negotiations and other communications between the parties in relation to the subject matter of this Agreement which precede this Agreement are superseded by and merged in it.

Mutual Warranties

22.2 Each of the parties represents and warrants to the other that:

• (a) it has full power and authority and the legal right to sign and deliver this agreement, and to perform its obligations
• (b) this agreement and the transactions contemplated by it do not contravene its constituent documents or any law, regulation or official directive or any of its obligations or undertakings
• (c) this agreement has been duly signed and delivered on its behalf
• (d) the obligations undertaken by it in this agreement are enforceable against it in accordance with the terms; and
• (e) its officers and representatives described in this agreement or nominated under this agreement have the authority to act for and on behalf of it in relation to the matters within their authority under this agreement, unless the party notifies the other party to the contrary.

Privacy

• 22.3 Each party must comply with all Privacy Laws in relation to the Personal Information, whether or not the party is an organisation bound by the Privacy Act.

Confidentiality

• 22.4 Each Party to this Agreement must keep all Confidential Information it obtains concerning each other’s affairs and must not use such information for any purpose other than as provided for under the terms and conditions of this Agreement unless otherwise agreed in writing. Information regards as confidential includes but is not limited to: the terms of this Agreement, information relating to the other Party’s business plans, finances, mode of operation, technology, know-how, customers, business partners, products and services. Each Party must not remove or take any Confidential Information, or disclose any Confidential Information to any third party, (except in the proper course of this Contract).

Set-off

• 22.5 The Company may set off any amounts it owes to the Cleaner against any amounts payable by the Cleaner to the Company.

Goods and Services Tax

• 22.6 All amounts referred to in this Agreement are exclusive of GST. If any supply under this agreement is a taxable supply, the party making the supply:
• (a) may, in addition to any payment for the supply, recover the amount of the GST applicable to the supply; and
• (b) will issue a tax invoice to the recipient within 15 days of making the taxable supply.

Sub-contracting

• 22.7 The Cleaner may not sub-contract any Service to a third party without the prior written consent of The Company.
• 22.8 The Cleaner remains fully responsible for the performance of the Cleaning Services in accordance with this agreement notwithstanding the engagement of a sub-contractor in accordance with clause 22.7.

Notices

• 22.9 A notice or other communication required or permitted to be given by a Party to another must be in writing, and
• (a) delivered personally
• (b) sent by prepaid post, or
• (c) sent by facsimile transmission
• (d) to that Party’s address for service that is set out in the Schedule.
• 22.10 A notice or other communication will be taken, for the purposes of this Agreement, to have been given:
• (a) if personally delivered, upon delivery
• (b) if mailed, on the expiration of 2 business days after the day of posting or
• (c) if sent by facsimile transmission before 5.0 pm, on the day it is sent (or, if not sent before 5.0 pm or that is not a business day, on the next business day).

No Waiver

• 22.11 No failure, delay, relaxation or indulgence by a Party in exercising any power or right conferred upon it under this Agreement will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or
  right under this Agreement.

No Variation

• 22.12 This Agreement may not be varied, modified or amended except in a written document signed by a duly authorised representative of each Party and no other act, document, usage or custom shall be deemed to vary, modify or amend this Agreement.

Assignment

• 22.13 The rights granted herein are restricted for use solely by Cleaner, subject to the limitations set forth herein.
• 22.14 Cleaner may not assign, novate or subcontract this Agreement to a third party (i.e. a legal entity separate from Cleaner including, for the avoidance of doubt, any of the Affiliated Entities) without the Company’s prior written consent and any such attempt shall be void.
• 22.15 Notwithstanding consent by the Company, the Cleaner will be liable to the Company for any act, default or omission of any person to whom the whole or part of the Cleaning Services has been subcontracted, or any employee or agent of such person, as if it was the act, default or omission of the Cleaner.
• 22.16 Cleaner acknowledges and agrees that the Company may transfer all of its rights and obligations to any one of its Affiliated Entities, which shall be bound, mutatis mutandis, by the terms of this Agreement.

Severability

• 22.17 If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

Further Assurances

• 22.18 Without limiting the obligations imposed on a Party under this Agreement, each Party agrees to execute all instruments and do all other acts and deliver such further instruments and do any other acts or things necessary or desirable to give effect to the provisions of this Agreement.

Amendment

• 22.19 This Agreement may only be amended in writing signed by all the parties and not in any other manner.

Survival of clauses

• 22.20 The rights and obligations under clauses (Intellectual Property), (Warranties), (Indemnities), (Confidentiality), (Privacy), (Notices), (Dispute Resolution) and this clause and any other clause which by its nature is intended to survive, continues in full force and effect after the agreement ends.

Governing Law

• 22.21 The validity, interpretation and performance of this Agreement will be governed by and construed in accordance with the law of the State of New South Wales and of the Commonwealth of Australia which the Parties acknowledge is the proper law of this Agreement