Electrician Contractor Terms

Introduction

  1. Overview of the arrangement

    Emerled Pty Ltd (ACN 134 393 016) (we, us or our) is conducting an arrangement (Arrangement) whereby we will pay an electrical contractor (you or your) the Fees if you Complete the following services:

    1. supplying and installing the Equipment for a consumer;

    2. submitting all necessary evidence and documentation via the Platform for the purpose of verifying the supply and installation of Equipment pursuant to subclause 1.1(a) above; and

    3. any other tasks, functions, services and responsibilities incidental to the above,

    (collectively referred to as the Services).

  2. General

    1. These Electrician contractor terms (Terms) and any documents referred to in these Terms, govern the Arrangement.

    2. By submitting the Sign Up Form, you indicate that you would like to participate in the Arrangement and that you:

      1. have read, understood and agreed to these Terms and our privacy policy; and

      2. warrant that you have capacity to enter into a legally binding agreement.

Services

  1. General

    1. Before commencing the Services, you must hold a valid Australian Business Number and register your participation in the Arrangement by completing and submitting the Sign Up Form.

    2. You are under no obligation to provide the Services, even if you submit the Sign Up Form.

    3. If you elect to provide the Services to us, you will do so in the capacity of a non- exclusive independent contractor.

    4. You are responsible for obtaining and maintaining all equipment necessary to provide the Services, including the Equipment.

  2. Service levels

    If you elect to provide the Services, you must, and must ensure any of your Personnel:

    1. provide the Services promptly, carefully and to the highest possible standards;

    2. exercise all due care, skill and judgement expected of a contractor providing the Services;

    3. deliver the Services in a professional manner in accordance with accepted professional and business practices;

    4. hold all authorisations, permits and licences required under any Law to perform the Services;

    5. comply with the requirements of all Laws;

    6. comply with all instructions or directions given in relation to the performance of the Services, including by us or the Services Assessor in accordance with clause 2.3(a);

    7. comply with any operating standards, policies and procedures (including those relating to security, occupational health and safety and privacy) notified by us from time to time; and

    8. not do anything (via an act or omissions) that would be prejudicial to our goodwill, reputation or overall public image or that of our Personnel.

    Verifying Completion of the Services

    1. We will, from time to time, engage a third party to be responsible for verifying that the Services have been Completed (Services Assessor).

    2. Each time you provide the Services, the Services Assessor will assess the documentation supplied in accordance with clause 1.1(b) to determine whether you have:

      1. Completed the Services; or

      2. failed to Complete the Services.

    3. If the Services Assessor determines that you have failed to Complete the Services it may make 1 or more requests for further information or documentation from you in a manner or form it determines (Request for Information).

    4. If the Services Assessor is satisfied with your response to any Requests for Information, it may determine that the Services are Complete. For the avoidance of doubt, the Services are not Complete until such time as they have been approved by the Service Assessor.

    Restraint

    You agree and acknowledge that:

    1. you must not, directly or indirectly, via your Personnel (if any) or otherwise:

      1. provide services that are similar or identical to the Services to the Services Assessor or any of our competitors;

      2. Interfere with or impede the contractual relationship between the Services Assessor and us; or

      3. suggest or cause the Services Assessor to modify, cancel, or fail to renew or extend any contract with us;

    2. your compliance with this clause 2.4 is:

      1. reasonable and fair in exchange for any fees payable to you in accordance with these Terms; and

      2. reasonable and necessary to protect our legitimate commercial interests.

Fees

  1. Payment obligations

    1. We will pay you the Fees for each occasion you Complete the Services, subject to the outcome of the verification process in clause 2.3

    2. We are not liable to pay you the Fees for any Services not verified as being Complete in accordance with clause 2.3

    3. The Fees are the full and final consideration for the provision of the Services. You are not entitled to any other compensation, such as overtime, travel and other out-of-pocket expenses you incur for the purpose of providing the Services, including any steps taken to respond to a Request for Information.

    4. You must not incur an expense on our behalf.

  2. Payment terms

    1. We will pay the Fees within 28days of the Services Assessor determining that the Services are Complete in accordance with clause 2.3.

    2. We may withhold payment of any fees we dispute in good faith until the dispute has been resolved.

    3. We may deduct from any amount payable to you any amount that you may owe us at any time.

  3. GST

    Unless otherwise provided in these Terms, all prices and amounts, including any monetary or non-monetary consideration required to be provided under this Agreement, are exclusive of GST

    1. If GST is payable for a supply made, the recipient must pay to the supplier an amount (GST Amount) equal to the GST payable on the supply.

    2. You authorise Emerled Pty Ltd to create a Recipient Created Tax Invoice for all services provided and payable

  4. Change to Fees

    1. We may change the Fees (New Fees) at our discretion on 21 days’ written notice (New Fee Notice Period).

    2. Fee amount is $100.00 (one hundred dollars) per completed and approved installation (subject to change as per 3.4 (a)).

    3. For the avoidance of doubt:

      1. any Services determined by the Services Assessor as being Complete in accordance with clause 2.3 during the New Fee Notice Period will incur the Fees applicable prior to the introduction of the New Fee; and

      2. any Services determined by the Services Assessor as being Complete in accordance with clause 2.3 after the New Fee Notice Period will incur the New Fee.

Your Personnel

To the extent you have Personnel, you:

  1. will advise all Personnel of these Terms and ensure each Personnel’s compliance with these Terms; and

  2. warrant that each Personnel is not, and will not be, at any time while assigned to perform Services, restricted by contract or otherwise in any way from performing the
    Services.

General warranties

You represent and warrant, on a continuing basis, that:

  1. the Services will be performed with due care and skill, in a proper and professional manner consistent with best industry practices;

  2. you will comply with all Laws in providing the Services;

  3. the provision of the Services will not infringe the rights of any third party; and

  4. all information provided by you or on your behalf to us or the Services Assessor, whether in any correspondence, negotiations or otherwise, including in the Sign Up Form and in response to any Request for Information is true, complete and accurate in all respects.

Confidentiality

  1. Obligation not to disclose Emerald Planet Confidential Information

    1. You must keep the Emerald Planet Confidential Information confidential, and not disclose it except:

      1. to your Personnel (if any) for the purpose of performing your obligations under this Agreement;

      2. as required by Law or a Government Agency, subject to clause 6.2;

      3. as permitted or required (in writing) by us; or

      4. to your professional advisers engaged to provide legal, taxation or accounting advice, and to the extent necessary.

    2. You must comply with any direction we provide to return or destroy or permanently delete all copies of the Confidential Information, to the extent reasonably practicable.

  2. Disclosure

    1. Any disclosure made under clause 6.1(a)(i) or 6.1(a)(iv) must be on confidential terms no less restrictive than this Agreement.

    2. The Recipient must notify the Discloser prior to disclosing any information pursuant to a requirement under clause 6.1(a)(ii), and provide the Discloser reasonable opportunity to challenge the requirement or redact information not required to be disclosed.

  3. Survival

    This clause 6 applies as long as the information remains Emerald Planet Confidential Information.

  4. Uncertainty

    If there is any uncertainty as to whether any information is Emerald Planet Confidential Information, that information must be treated as such.

  5. Announcements

    You must not make any public announcements, media releases, or other forms of public disclosure, relating to the Arrangement without our consent.

Privacy

If you receive or access Personal Information in providing the Services or otherwise as a result of the Arrangement, you must, and must procure that any of your Personnel:

  1. only use the Personal Information for the purposes of performing the Services; and

  2. handle the Personal Information in accordance with Privacy Laws.

Discontinuing the Services or Arrangement

  1. Discontinuing the Services

    You may discontinue providing the Services at any time.

  2. Discontinuing the Arrangement

    1. We may discontinue conducting the Arrangement at any time on 21 days’ written notice.

    2. Upon any discontinuance of the Arrangement, we will have no obligation to you except to compensate you in accordance with these Terms for all Services Completed on or before the effective date of discontinuance.

Suspension and termination

  1. If you breach any of these Terms, our policies and guidelines, or any other agreements entered into with us, we may, at our discretion, provide notice to immediately:

    1. suspend your right to participate in the Arrangement until the breach has been remedied or for another period we reasonably determine (Suspension Period); or

    2. terminate your right to participate in the Arrangement.

  2. You will not be entitled to payment of any Fees for Services Completed during any Suspension Period or after the provision of notice of termination.

Indemnity

  1. You must, at all times, indemnify us and the Services Assessor, and each of their officers, directors, agents and employees (collectively, the indemnified) from and against all Losses suffered or incurred by any of those indemnified, arising out of or relating to any of the following:

    1. your provision of the Services;

    2. any unauthorised use or disclosure by you or your Personnel (if any) of any Emerald Planet Confidential Information or Personal Information received in the course of carrying out the Arrangement or the Services;

    3. any breach of, or inaccuracy in, any representation, warranty or covenant provided by you;

    4. any personal injury, death or damage to tangible personal property caused or contributed to by your act or omission or that of your Personnel (if any); or

    5. any breach of these Terms (including a warranty breach) by you or your Personnel (if any).

  2. Without limiting clause 10.1(a), if we have any liability to the Services Assessor, arising as a result of an agreement we have with it in connection with the Arrangement (whether in the form of an indemnity or otherwise), you indemnify us against all Losses arising therefrom to the extent that you or your Personnel (if any) caused or contributed to acts, omissions, matters or circumstances giving rise to such Losses.

Non-exclusivity

  1. You acknowledge that you are not an exclusive provider of the Services.

  2. Emerald Planet may, at any time:

    1. cease using you, or any of your Personnel, to provide any or all of the Services; and/or

    2. provide, or retain another person to provide, any service that is the same as, or substantially similar to the Services.

Independent legal advice

Each party acknowledges that they have:

  1. read and understood these Terms and the documents referred to in these Terms; and

  2. obtained, or waived their right to obtain, independent legal advice in respect of the effect and impact of these Terms or the Arrangement.

Notices and electronic communications

  1. Notices

    A notice, consent, approval, waiver, direction or similar given or required under this Agreement:

    1. must be in writing and in English;

    2. may be delivered to the recipient in person or by electronic means (such as via email, push notification) or registered post to the email or address provided in the Sign Up Form, or as otherwise notified by the receiving party; and

    3. is deemed to be given by the sender, and received by the recipient:

      1. if delivered in person, on delivery;

      2. if sent by electronic means, at the date and time the electronic communication was sent, as recorded by the sender’s server; or

      3. if sent by registered post, 5 Business Days (or 10 Business Days, if posted outside Australia) after the date it was posted.

  2. Electronic communication

    The parties consent to giving and receiving notices electronically and this Agreement may be executed and delivered electronically.

Updates to this Agreement

  1. We may, at any time, make updates or amendments to these Terms (Updated Agreement).

  2. Subject to clause 3.4(a), the Updated Agreement will be effective immediately upon notice to you.

  3. Your continued provision of the Services will constitute your deemed acceptance of any Updated Agreement.

General

  1. You may not subcontract, assign or novate its obligations and responsibilities under this Agreement without our prior consent.

  2. Each party warrants it has the authority to enter into, and perform its obligations under, these Terms.

  3. These Terms constitute the entire agreement between the parties in relation to, and supersedes any prior conduct, arrangement, agreement or understanding of, its subject matter.

  4. Unless otherwise provided in these Terms, no party is authorised to bind another party.

  5. Nothing in this Agreement creates an employment, agency, trust, partnership, fiduciary or joint venture relationship between the parties.

  6. If any part of this Agreement is or becomes invalid or unenforceable under any law, it is severed in the relevant jurisdiction but only to the extent it is invalid or unenforceable.

  7. A waiver of a right, power or remedy must be signed by the party giving it and cannot be implied by conduct, delay or failure to act.

  8. Each obligation and warranty capable of future operation will continue in force after this Agreement is fully performed or has otherwise ended.

  9. This Agreement is governed by the laws in force in New South Wales, Australia.

  10. Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia and waives any right to claim that those courts are an inconvenient forum.

Definitions

Arrangement has the meaning in clause 1.1

Business Day means a day that is not a Saturday, Sunday or gazetted public holiday in Sydney, New South Wales.

Complete means to complete fully and correctly and pursuant to any directions or guidance provided by us or the Services Assessor from time to time. For the avoidance of doubt, a Service is not Complete until such time as it has been approved by the Service Assessor.

Emerald Planet Confidential Information means all our confidential, non-public or proprietary information, including relating to our business, technology or other affairs, however disclosed, other than information that it is public or information previously disclosed to the receiving party on a non-confidential basis.

Consequential Loss means:

  1. incidental, special, remote or unforeseeable loss or damage;

  2. loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, reputation, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, but excluding loss of any amounts that, other than for the act or omission of a party, would have been payable under this Agreement;

  3. costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a third party; or

  4. loss or damage set out above in paragraphs (a) to (c) that is incurred or suffered by or to a third party.

Equipment means the ‘Emerald Planet’ branded energy management device known as an
‘In-Home Display Unit’ and any other product notified by us from time to time

Fees means AUD $75 (exc. GST), as varied from time to time pursuant to clause 3.4.

Government Agency means any governmental, judicial or statutory body with authority or jurisdiction over this Agreement or a party.

Law means any law, regulation, mandatory guideline or standard, ordinance, court ruling or
requirement or direction of a Government Agency, or similar, in any jurisdiction in which this Agreement is performed, or governing the Services a party to this Agreement, anywhere in the world.

Loss means any liability, loss, injury, illness, damage, cost or expense (including legal costs
on a full indemnity basis), including Consequential Loss.

Personal Information has the meaning in the Privacy Act 1988 (Cth) or any other applicable
Privacy Laws.

Personnel means an employee, agent, consultant or subcontractor of a party or anyone else
assigned by that party to perform the Services.

Platform means the downloadable and/or non-downloadable software known as ‘RUNABOUT’ or another platform notified by us from time to time.

Privacy Laws means the Privacy Act 1988 (Cth) and any other applicable Laws dealing with privacy and Personal Information in Australia.

Request for Information has the meaning in clause 2.3(c).

Services has the meaning in clause 1.1.

Services Assessor has the meaning in clause 2.3(a).

Sign Up Form means the form titled ‘registration form’ or similar, or otherwise identified by us
as relevant form, that is used for the purpose of registering the details of a person that may provide the Services.

Terms has the meaning in clause 1.2(a).

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