Crewe Sharp trading terms and conditions

These Terms, as amended or replaced from time to time, apply to all Goods and/or Services supplied or to be supplied to the Customer, or any third party on the Customer’s behalf, notwithstanding any provision to the contrary which may appear in an order form, purchase order or other communication issued by the Customer.

1. DEFINITIONS

1.1 Assignment means the period during which a Worker is engaged to provide the Services.

1.2 Care Plan means the care plan developed for a Care Recipient in accordance with clause 7 from time to time [for Home Bases Services only].

1.3 Care Recipient means the individual to receive the Services as identified by their Care Recipient Representative and notified to Crew Sharp

1.4 Care Recipient Representative means the person authorised by a Care Recipient to determine the Home Care Services to be provided to a Care Recipient in accordance with these Terms and, for the purposes of these Terms (unless the context otherwise requires) is deemed to be the Customer.

1.5 Claim means, in relation to any person, a damage, loss, cost, expense or liability incurred by that person or a claim, demand, action, proceeding or judgement made against the person, however arising, whether in contract, tort (including but not limited to negligence), equity, product liability, under any warranty or indemnity, by operation of statute or otherwise, and whether present or future, fixed or unascertained and actual or contingent

1.6 Confidential Information means all information concerning the business or affairs of Crewe Sharp, and includes information recorded or stored in an electronic form which relates to Crewe Sharp or a Worker placed by Crewe Sharp.

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 Crewe Sharp means Crewe Sharp Pty Ltd T/A Crewe Sharp Nursing Agency (ABN 53 168 907 711) of G02, 23 -27 Wellington Street, St Kilda, Victoria, 3182.

1.9 Customer means the person or other entity to whom a Quotation is addressed.

1.10 Equipment means all equipment which may be necessary for Crewe Sharp to provide in connection with performing Home Care Services.

1.11 Fees means the fees and charges calculated and payable in accordance with a Rates Table issued by Crewe Sharp from time to time.

1.12 Force Majeure Event means an event beyond the reasonable control of Crewe Sharp including, but not limited to, strikes, fires, explosions, flood, riot, lock-out, injunction, interruption of transportation, accidents, war, pandemic, governmental action or other circumstances beyond Crewe Sharp’s control.

1.13 Goods means the goods the subject of an Order (if applicable).

1.14 GST Act means A New Tax System (Goods & Services Tax) Act 1999, and GST has the same meaning as under the GST Act and means the Goods and Services Tax imposed under the GST Act.

1.15 Home Care Services means home based services as detailed in a Care Plan and as otherwise provided to a Care Recipient.

1.16 Insolvency Event means (a) a receiver, receiver and manager, administrator or liquidator being appointed to the Customer, (b) an application made for the Customer to be wound up, dissolved or administered, (c) the Customer entering into any arrangement, compromise or assignment for the benefit of creditors, (d) the Customer ceasing, suspending, or threatening to cease or suspend the conduct of all or material part of its business, or dispose of or threaten to dispose of a material part of its assets, (e) the Customer being, or under legislation is presumed or taken to be, insolvent, (f) any form of legal process being levied or enforced against the Customer or its assets and not discharged or stayed within 14 days, or (g) a security interest becoming enforceable or being enforced.

1.17 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).

1.18 Loss means damage, loss, cost, expense, injury or liability, including Consequential Loss.

1.19 Minimum Cancellation Period means the following minimum periods that are required to notify Crewe Sharp of cancellation of an Assignment the subject of an accepted Order:

 

Type of Worker	Home Care Services	Other
Registered or enrolled nurse	24 hours	4 hours
Personal care assistant	24 hours	4 hours
Other	24 hours	4 hours

 

1.20 Minimum Period of Care means the minimum period of Services to be provided in accordance with any written agreement between Crewe Sharp and the Customer (as applicable).

1.21 Minimum Placement Period means the means the following minimum Assignment periods to be provided on each Assignment the subject of an accepted Order:

 

Type of Worker	Home Care Services	Other
Registered or enrolled nurse	4 hours	4 hours
Personal care assistant	4 hours	4 hours
Other	4 hours	4 hours

 

1.22 Minimum Workplace Conditions means all applicable industrial instrument, government mandated and contractual conditions with respect to a Worker, including minimum rates of pay, penalties, loadings, allowances and other employment conditions or entitlements.

1.23 Order means the acceptance of a Quotation in whole or in part by the Customer.

1.24 Quotation means a proposal, quotation, estimate or similar (verbal or written) issued by Crewe Sharp to the Customer.

1.25 Rates Table means a written schedule of fees as updated by Crewe Sharp from time to time.

1.26 Related Company has the meaning given to it by the Corporations Act 2001 and includes the successors and assigns of each Related Company.

1.27 Services means the services the subject of an Order.

1.28 Terms means these terms and conditions.

1.29 Website means www.crewesharp.com.au.

1.30 Worker means the person or persons providing the Services, including Crewe Sharp staff, agency workers or contracted care workers.

2. ACCEPTANCE OF A QUOTATION IS BINDING

2.1 Subject to the terms of a Crewe Sharp agency care or home care agreement that may exist between Crewe Sharp and the Customer from time to time, these Terms, together with Crewe Sharp’s prevailing Rates Table, Quotation and an accompanying Order, constitute the contract between Crewe Sharp and the Customer (Contract). To the extent of an inconsistency the following order shall prevail:

(a) Crewe Sharp agency care or home care agreement that may exist between Crewe Sharp and the Customer from time to time;

(b) Crewe Sharp’s prevailing Rates Table;

(c) these Terms;

(d) Quotation; and

(e) an accompanying Order.

2.2 No communication (written or verbal) between Crewe Sharp and the Customer shall modify or vary these Terms unless such modification or variation is in writing and signed by Crewe Sharp.

2.3 If the Customer constitutes more than one person, these terms and conditions bind each of them jointly and severally.

3. PLACING ORDERS AND PROVISION OF THE SERVICES

3.1. Each Order placed by the Customer in response to a Quotation received will be considered valid when placed verbally or in writing.

3.2 Any person who places an Order on behalf of a Customer warrants that they are duly authorised to do so and that, by placing an Order, the Customer is deemed to have read and understood these Terms.

3.3 Crewe Sharp agrees to provide the Services in accordance with each Order placed as accepted by Crewe Sharp.

3.4 The Customer agrees 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, Crewe Sharp shall be entitled the Fees calculated and based on the Minimum Placement Period.

4. FEES & CANCELLATION OF A SCHEDULED SERVICE

4.1 The Customer shall pay all Fees calculated and payable in the manner detailed in the Rates Table and in these Terms.

4.2 Unless otherwise agreed to in writing by Crewe Sharp, all Fees shall be paid with 7 days of receipt of a Crewe Sharp invoice.

4.3 The Customer shall notify Crewe Sharp of all Minimum Workplace Conditions that will apply to a 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.

4.4 The Customer shall immediately notify Crewe Sharp to all changes to relevant Minimum Workplace Conditions concerning an Assignment the subject of an accepted Order and Crewe Sharp shall be entitled to increase the Fees in line with all increases to relevant Minimum Workplace Conditions (whether notified by the Customer or otherwise).

4.5 Fees for all hours worked by a 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 Crewe Sharp in the following week.

4.6 A timesheet detailing all hours worked by a Worker shall be provided to the Customer which the Customer is required to sign. Unless a timesheet provided to a Customer is disputed by the Customer by 10.00am each Monday, it will be deemed to be accurate and correct in all respects.

4.7 If an Assignment the subject of an accepted Order is cancelled by the Customer within the Minimum Cancellation Period, Crewe Sharp shall be entitled to invoice based on the Minimum Placement Period for that Assignment.

4.8 All Fees are subject to change based on the prevailing Rates Table as communicated to the Customer from time to time.

4.9 In providing the Services if Crewe Sharp is required to incur a cost or expense, Crewe Sharp shall 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.

5. ABILITY TO SUPPLY

5.1 Any obligation of Crewe Sharp to supply Goods and/or Services is subject to its ability to secure supply of the Goods and/or provision of the Services.

5.2 Crewe Sharp shall not be liable in any way for failure to deliver the Goods and/or Services within the stated time and the Customer may not reject the Goods and/or Services on account of such failure to deliver within the stated time.

5.3 Crewe Sharp shall not be liable for any failure to supply or deliver the Goods and/or Services due to a Force Majeure Event.

5.4 If for any reason Crewe Sharp is unable to perform its obligations under a Contract, Crewe Sharp may at any time by notice in writing to the Customer cancel the Order whereupon the Contract will be at an end and neither party will have any claim against the other.

6. DELIVERY OF SERVICES

6.1 Crewe Sharp will provide the Services at the times, location, frequency and manner as specified in the Quotation or otherwise agreed (verbally or in writing) by Crewe Sharp.

6.2 Crewe Sharp will perform the Services in a competent and professional manner and in accordance with these Terms and may perform the Services via a third party engaged by Crewe Sharp.

6.3 The Services may be varied as agreed (verbally or in writing) between Crewe Sharp and the Customer.

6.4 The Customer will ensure that Crewe Sharp has access to all sites and buildings as required by or necessary for it to undertake the Services. Notwithstanding any other provision in these Terms, Crewe Sharp will have no liability to the Customer to the extent that the performance of the Services is not able to be undertaken (in whole or in part) due to access to any relevant sites or buildings being prevented or delayed due to safety or health concerns associated with such access.

6.5 In providing the Services, Crewe Sharp will rely on information provided to Crewe Sharp by the Customer or third party engaged by Crewe Sharp. Crewe Sharp makes no representation or warranty regarding the completeness or accuracy of any descriptions or conclusions provided by it which is based on information supplied to it by the Customer or third party engaged by Crewe Sharp during provision of the Services. The Customer releases and indemnifies Crewe Sharp from and against all Claims arising from errors, omissions or inaccuracies in documents or other information provided to Crewe Sharp by the Customer or third party engaged by Crewe Sharp.

6.6 Without limiting the generality of clause 16, Crewe Sharp shall not be liable to the Customer or any other person for any Claim including with regard to any direct, indirect or consequential loss (including loss of profits, business, revenue, opportunity, or loss arising from any failure, breakdown, defect or deficiency in the Services), which relates directly or indirectly to:

(a) Crewe Sharp following accepted guidelines in accordance with the law when supplying the Services;

(b) a change in law (applicable during the period in which Crewe Sharp provided the Services) or technological advance if such change in law or technological advance occurred after the completion of the Services;

(c) the failure of the Customer to comply with any applicable laws or recommendations provided by Crewe Sharp or third party engaged by Crewe Sharp; or

(d) any negligent or wrongful act or omission of the Customer.

7. TERMS SPECIFIC TO HOME CARE SERVICES ONLY

7.1 Crewe Sharp will consult with the Care Recipient Representative to determine a Care Plan appropriate to assessed needs. The Care Plan will be monitored and will be reviewed at least each six months. The Care Recipient Representative is required to sign each Care Plan to verify their agreement with the proposed Home Care Services to be provided as outlined in each Care Plan.

7.2 In providing the Home Care Services it may be necessary for Crewe Sharp to provide certain Equipment to the Care Recipient. If Crewe Sharp is required to purchase Equipment, the Care Recipient Representative will be required to pay the full cost of the Equipment purchased.

7.3 The Care Recipient Representative agrees that they will be responsible for any loss, damage, costs of repairs and/or replacement of Equipment provided by Crew Sharp where that Equipment is damaged by:

(a) any person, other than a Care Worker in the course of carrying out the Home Care Services to the Care Recipient; or

(b) any other cause whatsoever (other than by a Care Worker).

7.4 The Care Recipient Representative agrees to be bound to the terms and conditions detailed in these Terms and agrees to indemnify Crewe Sharp against any claim arising as a result of injury to any person (other than a Care Worker) caused by the misuse or negligent use of the Equipment whilst the Equipment is in the Care Recipient’s possession or control.

8. WORKPLACE HEALTH AND SAFETY

8.1 A Worker shall work under the Customer’s supervision and direction. The Customer shall, at all times, ensure the health and
safety of a Worker whilst under their supervision and direction, which shall include (but is not limited to):

(a) ensuring that a 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 Worker responsible site induction and OHS training (including with respect to all safety and emergency procedures);

(d) immediately report any injury to a Worker (or near miss) to Crewe Sharp; and

(e) permit access to Crewe Sharp to site to inspect and audit your compliance with these obligations.

8.2 Crewe Sharp may at any time suspend the provision of our Services while we believe a risk exists associated with a Worker and will recommence the Services once the risk has been addressed to our reasonable satisfaction.

9. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges and agrees that all Intellectual Property Rights developed by Crewe Sharp and embodied in or used in connection with the performance of the Services is and remains the sole property of Crewe Sharp.

10. CONFIDENTIAL INFORMATION

The Customer agrees not to misuse or disclose to any third party any Confidential Information and return to Crewe Sharp all Confidential Information on demand.

11. DIRECT EMPLOYMENT/ENGAGEMENT OF A CARE WORKER

In the event a Worker is employed or engaged, directly or indirectly, by a Customer or Related Company within 12 months of the later of (a) introduction of that Worker, or (b) an Assignment being performed by that Worker, the Customer shall be liable to pay to Crewe Sharp the following placement fee:

(a) $12,000 (exclusive of GST) in the case of a registered nurse;

(b) $9,000 (exclusive of GST) in the case of an enrolled nurse;

(c) $7,000 (exclusive of GST) in the case of a personal care assistant; and

(d) $7,000 (exclusive of GST) in the case of any other type of Worker.

12.CLAIMS FOR DEFECTIVE SERVICES

In the event that the Services, or any part of the Services, do not comply with description of the Services set out in the Quotation or are defective, Crewe Sharp, in its absolute discretion, may either re-supply the defective Services at no cost to the Customer or refund the Fee paid (or a portion of the Fee paid) which relates to those Services provided.

13. WEBSITE – CONDITIONS OF USE

13.1 The Website identifies Goods and Services offered by Crewe Sharp from time to time.

13.2 All content included in or made available through the Website such as text, graphics, logos, images, audio clips, digital downloads and data compilations is the property of Crewe Sharp or its content suppliers and is protected by Australian and international copyright and authors’ rights laws and (where applicable) database right laws.

13.3 Other than in accordance with these Terms, a person (including a Customer) may not copy, extract and/or re-utilise any content
of the Website without Crewe Sharp’s written consent.

13.4 Crewe Sharp disclaims, and does not make, any representation or warranty of any kind in respect of the Website, including without limitation any representation or warranty that it is (or they are) free of viruses or other harmful components, that the Customer’s use of the Website will be uninterrupted or error-free, or as to the suitability or availability of the Website. Crewe Sharp will not be responsible for losses arising from the unavailability of, or the Customer’s inability to use the Website, or any other Loss or damage of any kind whatsoever, even if due to the negligence of Crewe Sharp.

13.5 The Customer releases Crewe Sharp and its agents to the fullest extent permitted by law from any and all claims arising out of or related to the use of material or information made available through the Website.

14. GOODS AND SERVICES TAX

14.1. The Customer acknowledges and agrees that, to the extent that the supply of Goods and/or Services by Crewe Sharp to it is subject to GST, the Customer shall, unless the Fee expressly states that GST is included, pay an additional amount to Crewe Sharp equal to GST with respect to such supply. Additionally, the Customer must pay to Crewe Sharp all other charges, duties, imposts, taxes and similar amounts payable in relation to the supply of all Goods and/or Services by Crewe Sharp to the Customer.

14.2 Crewe Sharp shall deliver to the Customer a tax invoice for the supply of all Goods and/or Services in a form which complies with the GST Act.

15. DEFAULT

15.1 The Customer is not entitled to defer, offset or withhold payment in whole or in part for any reason unless agreed to by Crewe Sharp in writing.

15.2 Crewe Sharp may charge interest on all overdue accounts calculated on a daily basis until paid in full at the rate prescribed by the Penalty Interest Rates Act 1983 and to charge for any expenses incurred in collecting or attempting to collect any overdue monies, including any debt collector’s expenses and/or legal costs incurred, or to be incurred.

15.3 Crewe Sharp may charge an administration fee for any payment made by credit card and the amount to be charged will be advised to the Customer.

15.4 A certificate signed by an authorised representative of Crewe Sharp shall be prima facie evidence of the amount of indebtedness of the Customer to Crewe Sharp at that time.

15.5 The Customer is liable to pay to Crewe Sharp and Crewe Sharp may recover in full from the Customer all costs, expenses and disbursements incurred and/or payable by Crewe Sharp (including debt collection agency fees and legal costs of a solicitor and own client basis) arising from or as a result of Crewe Sharp exercising or enforcing or seeking or exercise or enforce a right under these Terms, and in particular, in collecting or attempting to collect amounts due to Crewe Sharp. Such costs, expenses and disbursements may be recovered by Crewe Sharp from the Customer as a liquidated debt. Crewe Sharp may apply payments received from the Customer firstly to any costs, expenses and disbursements, then to interest and then to other amounts owed by the Customer.

15.6 The Customer shall have no right of set-off in any claim or proceeding brought by Crewe Sharp against the Customer for any default in payment and the Customer acknowledges that Crewe Sharp may produce these Terms in any claim by the Customer for set-off.

16. LIMITATION OF LIABILITY

16.1 The only conditions, guarantees and warranties which are binding on Crewe Sharp in respect of the state, quality, condition, suitability or fitness of the Goods and/or Services are those imposed and required to be binding by statute (including the Australian Consumer Law) which cannot be excluded. All other conditions, guarantees and warranties whether express or implied by law in respect of the state, quality or condition of the Goods and/or Services which may apart from this clause be binding on Crewe Sharp are hereby expressly excluded.

16.2 To the extent permitted by law, the liability, if any, of Crewe Sharp arising from the breach of such conditions, guarantees or warranties shall, at Crewe Sharp’s option, be limited to and completely discharged by the replacement or repair by Crewe Sharp (in the case of Goods), the re-supply by Crewe Sharp (in the case of Services), or the granting of credit in favour of the Customer up to the value of the Goods and/or Services. The Customer acknowledges and agrees that Crewe Sharp has no liability to any person for any Loss or damage of any kind whatsoever, even if due to the negligence of Crewe Sharp arising out of or in connection with the Goods and/or Services.

17. TERMINATION AND CANCELLATION

Cancellation by Crewe Sharp

17.1 Without limiting other rights provided for in these Terms, Crewe Sharp may cancel any Order, or cancel delivery of Goods or supply of Services, the subject of an Order, at any time before delivery by written notice to the Customer. On the giving of such notice Crewe Sharp shall repay to the Customer any sums paid in respect of the Fee. Crewe Sharp shall not be liable for any Loss or damage whatever arising from such cancellation.

17.2 Crewe Sharp may cancel all or any part of any Order which remains unfulfilled and all amounts owing to Crewe Sharp by the Customer shall, whether or not due for payment, become immediately payable in the event that (a) any monies due and payable to Crewe Sharp become overdue, or (b) the Customer becomes subject to an Insolvency Event.

Cancellation or delay by Customer

17.3 The Customer is not entitled to cancel or delay any Order once accepted by Crewe Sharp unless expressly agreed to by Crewe Sharp in writing.

18. GOVERNING LAW & JURISDICTION

These Terms shall be construed according to the laws of Victoria and all disputes arising as and between Crewe Sharp and the Customer shall be determined by the Courts in that State.

19. ENTIRE AGREEMENT

19.1 Any provision contrary to the Terms which appear in an order form, purchase order or other communication issued by the Customer at any time shall be null and void and of no legal effect.

19.2 The Customer expressly waives all prior discussions, communications, negotiations and representations that may have been made by Crewe Sharp that are in conflict with these Terms (and any Contract as and between Crewe Sharp and the Customer).

20. GENERAL

20.1 If any provision of these Terms shall be declared or held to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions of these Terms shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms.

20.2 Crewe Sharp may assign, license or sub-contract out all or any part of its rights and obligations under a Contract at any time
without the Customer’s consent.

20.3 A failure by Crewe Sharp to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it
affect Crewe Sharp’s right to subsequently enforce that provision.

20.4 These Terms (or any part of these Terms) shall be available at the Website and may be amended, modified, added to or deleted at any time by Crewe Sharp. Any such amendment, modification, addition or deletion to these Terms shall be legally effective from the date the amended Terms are displayed at the Website.

Version dated: 12 September 2024