Crewe Sharp Pty Ltd (ABN 53 168 907 711) of Suite G2, 23-27 Wellington Street, St Kilda, Victoria, 3182
1. DEFINED TERMS
1.1 Assignment means the period during which a Care Worker is engaged to provide the Services.
1.2 Care Plan means the care plan developed in accordance with clause 3.1 from time to time (as applicable).
1.3 Care Recipient means each individual to receive the Services as advised by you to us from time to time.
1.4 Care Worker means the person or persons providing the Services on our behalf, including our staff, agency workers or contracted care workers.
1.5 Commencement Date means the date detailed in Item 2 of the Schedule.
1.6 Confidential Information means all information concerning the business or affairs of CS, and includes information recorded or stored in an electronic form which relates to CS or a Care Worker placed by CS with a Care Recipient.
1.7 Consequential Loss means any indirect or consequential loss including, but not limited to loss of revenue, loss of profit, loss of business reputation, loss of opportunities, and/or loss arising from business interruption.
1.8 Fees means the fees and charges calculated and payable in accordance with Item 3 of the Schedule.
1.9 GST Act means A New Tax System (Goods & Services Tax) Act 1999, and GST has the same meaning as under the GST Law and means the Goods and Services Tax imposed under the GST Law.
1.10 Intellectual Property Rights means any intellectual or industrial property, including without limitation, any patent, trade mark or service mark, copyright, registered design, trade secret or confidential information or any licence or other right to use or to grant the use of any of the foregoing or to be the registered proprietor or user of any of the foregoing (whether registered or unregistered).
1.11 Loss means damage, loss, cost, expense, injury or liability, including Consequential Loss.
1.12 Minimum Cancellation Period means the minimum period that is required to notify us of cancellation of an Assignment the subject of an accepted Order as detailed in Item 4 of the Schedule.
1.13 Minimum Period of Care means the minimum period of Services to be provided in accordance with this agreement as detailed in Item 6 of the Schedule (as applicable), subject to our rights to end this agreement in accordance with clause 9.
1.14 Minimum Placement Period means the minimum Assignment period to be provided on each Assignment the subject of an accepted Order as detailed in Item 5 of the Schedule.
1.15 Minimum Workplace Conditions means all applicable industrial instrument, government mandated and contractual conditions with respect to a Care Worker, including minimum rates of pay, penalties, loadings, allowances and other employment conditions or entitlements.
1.16 Order means any request (written or verbal) placed by you with CS to undertake an Assignment.
1.17 Rates Table means the attached written schedule of fees and as updated by CS from time to time.
1.18 Related Company has the meaning given to it by the Corporations Act 2001 and includes the successors and assigns of each Related Company.
1.19 Services means the home based care services to be provided by us to a Care Recipient (or Care Recipients) in accordance with this agreement.
2. Provision of the services
2.1 As and from the Commencement Date we agree to provide the Services as contained in the Care Plan (where applicable), in accordance with each Order placed by you as accepted by us, and/or as otherwise provided by us in accordance with this agreement.
2.2 You agree that the duration of each Assignment shall not be less than the Minimum Placement Period. In the event that the duration of a performed Assignment is less than the Minimum Placement Period, we shall be entitled to our Fees calculated and based on the Minimum Placement Period.
2.3 Our Services will continue until such time as the services are varied by agreement, suspended, or this agreement is terminated.
2.4 You agree to pay to us all Fees applicable to the Services provided and to honour all obligations as detailed in this agreement.
3. Care plan
3.1 Where applicable, we will consult with you to determine a Care Plan (or Care Plans) appropriate to assessed needs concerning a Care Recipient (or Care Recipients). Each Care Plan will be monitored and will be reviewed at least each six months.
3.2 Where applicable, we require you to sign each Care Plan to verify your agreement with the Services to be provided as outlined in that Care Plan.
4. Public liability insurance
If we request you to arrange for and maintain public liability insurance at a Care Recipient’s place of residence, you agree to do so with a reputable insurer on terms reasonably acceptable to us.
5. Fees & CANCELLATION OF A scheduled SERVICE
5.1 You agree to pay all Fees calculated and payable in the manner detailed in Item 3 of the Schedule. Our preferred method of payment is by direct debit.
5.2 You shall notify CS of all Minimum Workplace Conditions that apply to a Care Worker concerning an Assignment the subject of an accepted Order and acknowledge that the Fees will be calculated and based on the Minimum Workplace Conditions.
5.3 You shall immediately notify CS to all changes to relevant Minimum Workplace Conditions concerning an Assignment the subject of an accepted Order and CS shall be entitled to increase the Fees in line with all increases to relevant Minimum Workplace Conditions (whether notified by you or otherwise).
5.4 Fees for all hours worked by a Care Worker up to midnight each Sunday (or for all hours worked within a shift commenced prior to midnight on a Sunday) shall be invoiced by CS in the following week.
5.5 A timesheet detailing all hours worked by a Care Worker shall be provided to you which you are required to sign. Unless a timesheet provided to you is disputed by you by 10.00am each Monday, it will be deemed to be accurate and correct in all respects.
5.6 In the event that an Assignment the subject of an accepted Order is cancelled by you within the Minimum Cancellation Period, we will be entitled to invoice based on the Minimum Placement Period for that Assignment.
5.7 In the event that you, by written notice, dispute any Fees invoiced (‘Fees Dispute’):
(a) you must, at the time you notify CS of the Fees Dispute, detail to CS your reasons as to why you dispute the Fees invoiced, and provide details of the amount in dispute;
(b) CS and you shall seek to resolve the Fees Dispute by consultation; and
(c) in the event the Fees Dispute cannot be resolved within 14 days of consultation, CS may commence legal process (or similar) concerning the Fees Dispute.
You shall not be entitled to withhold payment of any undisputed Fees invoiced pending resolution of the Fees Dispute, whether comprising part of the invoice detailing the Fees disputed or otherwise, and you must pay those undisputed Fees invoiced in accordance with this agreement.
5.8 If you default in making payment in accordance with this agreement, CS is entitled to:
(a) charge interest calculated on that portion of the outstanding amount (‘Outstanding Amount’) at the penalty rate fixed under the Penalty Interest Rates Act 1983, calculated and payable daily from the due date until the date on which the Outstanding Amount invoice is paid in full; and
(b) require you to reimburse to CS all collection costs incurred by CS, including (but not limited to) all legal costs incurred and calculated on a solicitor and client basis, and any other Loss, costs or expenses suffered by CS arising out of a breach of these terms & conditions.
5.9 All Fees are subject to change based on our prevailing Rates Table as communicated to you from time to time.
5.10 In providing the Services if we are required to incur a cost or expense, we will be entitled to reimbursement for that cost or expense together with a reasonable charge for any travel or time undertaken in relation to that cost or expense.
6. If YOU want to end this Agreement
6.1 Subject to any Minimum Period of Care that may be detailed in Item 6 of the Schedule, you may end this agreement:
(a) if CS commits a material breach of this agreement (‘Breach Dispute’). In such an event:
(i) you must detail in writing to CS the basis as to why you believe CS has breached this agreement;
(ii) CS and you shall seek to resolve the Breach Dispute by consultation; and
(iii) in the event the Breach Dispute cannot be resolved within 14 days of consultation, this agreement will terminate; or
(b) for any reason by providing us with 3 months’ written notice of your intention to end this agreement. This agreement will terminate 3 months from the date of your notice.
6.2 Our rights to terminate are set out at clause 9.
7. Workplace health and safety
7.1 A Care Worker shall work under your supervision and direction. You shall, at all times, ensure the health and safety of a Care Worker whilst under your supervision and direction, which shall include (but is not limited to):
(a) ensuring that a Care Worker is provided a safe system of work and safe working conditions in which to work (including the provision and use of all reasonably necessary personal protective equipment);
(b) complying with all relevant occupational, health and safety (‘OHS’) laws and government directives;
(c) providing to a Care Worker responsible site induction and OHS training (including with respect to all safety and emergency procedures);
(d) immediately report any injury to a Care Worker (or near miss) to CS; and
(e) permit access to CS to site to inspect and audit your compliance with these obligations.
7.2 You understand that a Care Recipient’s residence and the land upon which it is situated will be a workplace for Care Workers. Without limiting the matters detailed in clause 7.1 , you agree to be responsible for:
(a) ensuring that we are made aware in advance of any risks associated with Care Workers being at a Care Recipient’s residence; and
(b) taking steps to ensure that any risks are rectified and addressed at your own cost.
7.3 You agree to allow us, upon giving reasonable notice, to conduct an inspection of a Care Recipient’s residence and land to assess the risks of providing services.
7.4 We may at any time suspend the provision of our Services while we believe a risk exists associated with a Care Worker and will recommence the Services once the risk has been addressed to our reasonable satisfaction.
7.5 You acknowledge that there may be occasions where we or a Care Worker consider it necessary to enter a Care Recipient’s residence and land, or take other action for a Care Recipient’s well-being and safety (such as contacting the police, an ambulance or you), without your or the Care Recipient’s express consent. You provide your consent for us or our Care Workers to take such action in circumstances where we reasonably believe that an emergency exists.
8. Special conditions & these terms
8.1 Our special conditions (if any) that are set out in Item 7 of the Schedule shall apply to, and form part of, the terms of this agreement.
8.2 These terms & conditions shall constitute the entire contract between CS and you. To the extent of an inconsistency between these terms & conditions and an accepted Order, these terms & conditions shall prevail.
8.3 No communication from, or contractual term introduced by (written or verbal) you shall modify or vary these terms & conditions unless such modification or variation is in writing and signed by CS.
9. SUSPENSION OR Termination by us
We may cease providing the Services; alternatively (at our election) end this agreement, by providing written notice to you if:
(a) you breach any term of this agreement; or
(b) we no longer wish to provide the Services.
10. FORCE MAJEURE
If for any cause beyond our control, including but without limitation, any act of God, war, strike, lock out, industrial dispute, governmental or semi-governmental direction or restriction, CS is prevented from performing the Services, we will be entitled, at our option, to either to extend the time for performance for a reasonable period or to cancel a scheduled Service and, in such a case, you will not have any claim for Loss or damages of whatsoever nature.
11. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that all Intellectual Property Rights developed by CS and embodied in or used in connection with the performance of the Services is and remains the sole property of CS.
12. CONFIDENTIAL INFORMATION
(a) not to misuse or disclose to any third party any Confidential Information; and
(b) return to CS all Confidential Information on demand.
13. CLIENT TO BE BOUND BY THIS AGREEMENT
By signing this agreement, you:
(a) warrant that each Care Recipient has authorised you to determine the Services to be provided to the Care Recipient in accordance with this agreement; and
(b) agree to be bound by the terms & conditions detailed in this agreement.
14. DIRECT EMPLOYMENT/ENGAGEMENT OF A CARE WORKER
14.1 In the event a Care Worker is employed or engaged, directly or indirectly, by you or your Related Company within 12 months of the later of (a) introduction of that Care Worker, or (b) an Assignment being undertaken by that Care Worker, you shall be liable to pay to CS the following placement fee:
(a) $9,000 (exclusive of GST) in the case of a registered nurse;
(b) $7,000 (exclusive of GST) in the case of an enrolled nurse; and
(c) $5,000 (exclusive of GST) in the case of an assistant in nursing (or other position).
14.2 The above placement fees shall be payable whether or not the Care Worker had communicated directly with you in response to any undertaken advertising by you (including via Seek or similar).
15. LIMITATION OF LIABILITY
15.1 The only conditions, guarantees and warranties which are binding on CS in respect of the state, quality, condition, suitability or fitness of the Services are those imposed and required to be binding by law which cannot be expressly excluded.
15.2 CS shall not be liable for any Loss suffered, or to be suffered, due to any act or omission by a Care Worker unless such Loss is due to a wilful act or omission on the part of CS.
Any notice or other written communication required under this Agreement may be given to you.
Any variation must be in writing and signed by all parties to this Agreement.
If any supply made by us under this Agreement or any variation to it is a taxable supply for the purposes of the GST Act, then in addition to any amount of Fees expressed as payable to us elsewhere in this Agreement, we shall be entitled to recover from you an additional amount on account of GST, an amount of our GST liability in respect of each supply which will be recoverable at the same time as the amount or Fees is payable for any supply.
19.1 We are committed to the Australian Privacy Principles contained in the Privacy Act 1988. We may collect, use and disclose various personal information about you or a Care Recipient for the purposes of providing Services, facilitating our internal business operations, including the fulfilment of any legal and regulatory requirements, and providing you or a Care Recipient with information about us and the services that we offer. We may disclose personal information about you or a Care Recipient to a Care Recipient’s nominated next of kin in an emergency, our related entities and affiliated organisations and service providers, who assist us in operating our business.
19.2 We will at all times take reasonable steps to ensure the confidentiality and privacy of personal information provided to us by you or a Care Recipient, or other persons is managed and used according to law, this agreement and our Privacy Statement (which is published at www.crewesharp.com.au).
2022 Crewe Sharp PTY LTD | G02 /23-27 Wellington Street, St Kilda VIC 3182 | P: 03 9510 5299