1. JJ MM PTY LTD ABN 123 722 154 trading as A1 Pest Control Canberra (“A1PCC”) agrees to supply a Commercial Pest Control Inspection and Treatment Program (the “Service Plan” or “Plan”) at the specified areas of the premises described above for the Fees (plus GST) in relation to those Pests described in this document in accordance with these terms and conditions. Customer’s furniture and equipment is excluded unless referenced in this document for inspection and/ or treatment. Additional areas or pests will be subject to a separate survey and proposal.
2. Acceptance: The Customer’s acceptance of these terms may be confirmed either by signing this document, confirming its acceptance by email or allowing A1PCC to perform the Service Plan.
3. Coverage: The Service Plan covers the scheduled number of visits each year to inspect and provide treatments where necessary to the premises for the control of the specified Pests. A1PCC will provide recommendations for achieving effective Pest control (see clause 8). Additional visits required to control Pests beyond scheduled visits (including for implementing A1PCC recommendations) will incur additional charges. A service report will be provided at the time of each service or emailed to the Customer.
4. Term: This agreement will operate for an initial minimum term of twelve (12) months commencing on the date of this agreement unless otherwise agreed. This agreement will automatically be extended, if not terminated or varied and will operate until such time as it is terminated by either party giving at least two (2) calendar months written notice of termination. No termination can take effect before the last day of the initial minimum term except in accordance with Clause 22. The Customer acknowledges that any failure to provide this notice will result in the Customer being liable for amounts equal to the fees for the two (2) months period.
5. Fees: Fees are payable by the Customer to A1PCC for the Service Plan and use of any A1PCC equipment. They are in addition to any fee charged by A1PCC for the initial pest treatment. Fees for the Service Plan are payable quarterly in advance. Fees are exclusive of GST which shall be payable in addition to the fees upon A1PCC providing a tax invoice. The Fees are based on the services and equipment required allowing for set up costs, materials and equipment costs, service support and administration costs (“Service Costs”). If A1PCC agrees to accept a reduction or cancellation of any part of the Service Plan, any variation to the fees must take account of these Service Costs so the fees may not be varied pro rata to the change in the Services. Where in any invoice period, A1PCC has not completed the required minimum number of service visits, the Customer will be entitled to a credit calculated on a pro rata basis after appropriate deductions in respect of the Service Costs and also taking into account the number of non routine visits such as call outs and follow up visits the Customer has received.
6. Interest on over dues & No Deductions: Interest is payable by the Customer on overdue amounts payable to A1PCC from the end of the due date until the date on which the debt is paid at a rate of two per cent (2%) above the rate charged by A1PCC’s bank on overdrafts for less than one hundred thousand dollars ($100,000.00). The Customer may not deduct or withhold any amount (whether by way of set off, counterclaim or otherwise) from any money owing to A1PCC.
7. Pricing Review: After the initial minimum term, and no more than once annually, A1PCC may review and increase the fees by notice to the Customer.
8. Treatment effectiveness: A1PCC will deliver the Plan in a competent and professional manner taking into account these terms. The ongoing effectiveness of the pest control provided depends on the Customer implementing A1PCC’s recommended hygiene, housekeeping, stacking and property maintenance procedures. The Customer acknowledges that pest treatment may also be rendered ineffective by disturbing treated areas, building alterations, renovations and introducing untreated or infested materials to the property that encourage pest activity.
9. A1PCC Equipment: The Customer agrees to take reasonable care of A1PCC owned equipment installed at the premises by A1PCC as part of the Plan and to follow any instructions given by A1PCC in relation to the equipment and its use. All such equipment shall remain the property of A1PCC and the Customer agrees not to move or modify the equipment including removing any label indicating the equipment belongs to A1PCC. The Customer accepts all costs for installing the equipment and of rectifying any damage caused to the equipment including loss, theft or damage caused by fire and flood. The customer agrees to immediately inform A1PCC if the equipment is damaged or removed. A1PCC is entitled to replace any item of equipment at any time at its sole discretion provided the replacement item is of an equivalent or better standard and upon replacement the replaced item is subject to these terms and conditions.
10. Insurance: Where requested by A1PCC, the Customer must maintain insurance with a reputable insurer for:
(a) A1PCC equipment for its full replacement value against any loss or damage and it must note the interest of A1PCC as owner of the equipment; and
(b) the liability for loss resulting from any kind or injury or death of any person in connection with the use of the equipment. The Customer must provide A1PCC with evidence of the insurance upon request.
11. Pest Inspection and Treatment: All pest inspections undertaken as part of the Plan will be based upon a visual inspection only limited to those areas and sections of the premises fully accessible and visible to the technician at the time and on the day of the inspection. Furniture, equipment, fittings and stock may conceal evidence of some pests that can only be revealed when these items are removed. The treatment will cover only those pests and areas described in this agreement. All other pests are excluded unless agreed by A1PCC in writing.
12. Advice and recommendations: A1PCC’s technician will provide a service report after each visit and provide advice and recommendations to the Customer to control and minimize pests and their habitat. These may cover hygiene, housekeeping, stacking, storage and maintenance. A1PCC may elect to terminate this agreement if a Customer fails to implement recommendations necessary to eliminate factors or conditions contributing to Pests and the re-infestation by Pests.
13. Access and Safety: The Customer must ensure that A1PCC’s staff and other authorised personnel (“Personnel”) have full and safe access (free of any health and safety hazards and risks) to the relevant areas of the premises and all facilities such as water and electricity that A1PCC may reasonably require to provide the services during business hours or at times agreed with the Customer. The Customer must advise the A1PCC technician before the commencement of any service of any health and safety risks including the presence of asbestos. The Customer must also provide A1PCC with all necessary information, instructions, documentation and co-operation required by A1PCC. A1PCC will comply with all reasonable security and safety instructions of the Customer while present at the Customer’s premises.
14. Customer Co-operation: The Customer must comply with all advice and instructions provided by A1PCC to the Customer including any relating to pesticides and equipment usage and the health and safety of persons using the premises during and following the completion of any service.
15. Damage to Utilities: If delivery of the Plan requires drilling or cutting any materials, the Customer will be responsible for identifying the location of all utility services to the property including water and drainage pipes, electrical and telephone cables, gas pipes etc. A1PCC will exercise due care in performing any drilling or cutting but the Customer will be liable for any damage caused by penetration to any such services unless caused by the negligence of A1PCC.
16. Reliance on Service and Report: All reports provided by A1PCC in relation to the Plan are provided solely for the benefit of the Customer named in the report. Neither this agreement nor any report may be assigned by the Customer to another person or relied upon by any other person without the prior written approval of A1PCC that may be given conditionally or withheld.
17. Service Confirmation: The Customer acknowledges that any of the following constitute proof of satisfactory performance of the Services by A1PCC:
(a) a customer service docket signed by the Customer;
(b) an electronic record of the Customer’s signature recorded by A1PCC on a portable electronic; or
(c) for services undertaken at a specific Customer site, an electronic scan record recorded by A1PCC when A1PCC Personnel scans the bar code located at the site.
18. Indemnity: To the extent permitted by law, the Customer will indemnify A1PCC and its Personnel against all actions, claims, proceedings or costs (including legal costs on a full indemnity basis) which A1PCC may incur as a result of:
(a) any person alleging loss or injury due to the equipment not being used by the Customer or its staff or invitees in the manner recommended by A1PCC;
(b) any reliance placed on the content of a service or inspection report by any person other than the Customer who obtained the report from the Customer without the written approval of A1PCC, except to the extent any loss or damage is caused by A1PCC or its Personnel.
19. Subcontractors: A1PCC may engage or employ any person, sub-contractor or agent to provide any of the services under this agreement and will be responsible for the performance of the delivery by that subcontractor of A1PCC’s obligations under this agreement.
20. Force Majeure: A1PCC shall not be responsible for failure to meet any obligation if the failure results directly or indirectly from a cause beyond its control.
21. No Bribery: The Customer and A1PCC agree:
(a) that they will not (nor allow anyone acting on their behalf) to offer, give, request or accept any undue financial or other advantage of any kind in any way connected with entry into this agreement; and
(b) they will each comply with all applicable laws related to bribery and corruption in connection with this agreement. Any failure to comply with this clause entitles the other party to terminate this agreement upon notice to the other party.
22. Termination: A1PCC may suspend the Services or terminate this agreement on immediate notice to the Customer if:
(a) the Customer is in breach of a material obligation and does not remedy that breach within two (2) business days of notice from A1PCC;
(b) the Customer breaches any other provisions and fails to remedy that breach (if capable of remedy) within ten (10) business days of notice from A1PCC: or
(c) the Customer becomes insolvent or deemed insolvent, bankrupt, ceases or threatens to cease to carry on business, a receiver, manager, administrator or anything having a similar effect occurs in relation to the Customer. It is agreed that non payment, any modification or removal of any equipment without the approval of A1PCC, refusal to allow access to the premises to be serviced are material breaches of this agreement.
23. Removal of Equipment: On termination of this agreement, howsoever that arises, A1PCC may remove all of its equipment in the Customer’s possession or control, and for that purpose may enter the premises and remove the equipment. A1PCC shall use all reasonable care in removing the equipment but shall not be responsible for restoring that part of the premises to the original state. If A1PCC is unable to remove the equipment the Customer shall be liable for the replacement value of the equipment that has not been recovered.
24. Debt Collection: The Customer indemnifies A1PCC for all expenses incurred in relation to the recovery of debts owed by the Customer.
(a) obtain credit reports in respect of the Customer and its related entities from credit-reporting agencies;
(b) seek and/or disclose information about the Customer and its related entities (including any information about their credit worthiness, credit history, standing or capacity) which credit providers are permitted by the Privacy Act 1988 to supply, obtain or receive;
(c) disclose information about the application for credit under this agreement and, if the application is successful, about the credit account and any credit provided to a credit-reporting agency in order to obtain information or credit reports;
(d) disclose information including identity particulars, the fact that the Customer has applied for credit and details of payments which are overdue more than sixty (60) days to credit-reporting agencies and other credit providers; and
(e) disclose information about the Customer and its related entities to any person considering acting as a guarantor of the Customer.
26. Entire Agreement: This agreement supersedes and replaces all previous agreements between the parties in relation to pest control services and contains the entire agreement between them as to its subject matter. To the extent permitted by law, A1PCC expressly excludes all warranties, guarantees, representations and conditions except as may be made by A1PCC to the Customer in writing.
27. Liability: To the extent permitted by law:-
(a) A1PCC will not be liable for any loss of profits or revenue, loss of business, wasted expenditure or any form of indirect or consequential loss arising out of or in connection with this agreement, the supply of the services, the equipment or the sale of any goods.
(b) where a claim relates to a guarantee or warranty under the Australian Consumer Law, A1PCC’s total aggregate liability to the Customer under or in relation to this agreement (including in contract, negligence, tort or any common law or statutory right) is limited at A1PCC’ option to:
(i) in relation to claims relating to services, the resupply of the services or the costs of resupply of the service; or
(ii) in relation to claims relating to goods, the resupply of the costs or the cost of re supply of the goods.
(c) in all other circumstances, the liability of A1PCC to the Customer (including in contract, negligence, tort or any common law or statutory right) under this agreement will not exceed the fees received by A1PCC from the Customer pursuant to this agreement.
(a) This agreement may only be amended in writing signed by both parties.
(b) A reference to ‘writing’ or ‘written’ includes electronic mail.
(c) If any provision of this agreement is illegal, invalid or unenforceable it may be severed without affecting the enforceability of the other provisions.
(d) The Customer may not assign its rights under this agreement without the prior approval of A1PCC.
(e) Each indemnity in this agreement is a continuing obligation separate and independent from the other obligations of the party giving the indemnity and survives termination or expiry of this agreement.
(f) This agreement is governed by the laws of the State or Territory where the services are being provided to the Customer and the parties submit to the jurisdiction of the courts of that State or Territory.