These Terms & Conditions govern the services outlined in the Agreement, to be performed by Swift Coaches Academy Pty (referred to as "we", "us" or "our") for you (the “Client”)(referred to as “you” or “your”). For clarity, the term “you” or “the Client” refers to anyone entering into an Agreement with Swift Coaches Academy Pty. 

Fee and Payment Terms

• You must pay us the Fee and any other amount payable to us under this Agreement as follows:
• an initial setup fee of A$397 prior to the Start Date (Initial Setup Fee);
• we will charge you within the first 7 days of each month for Services performed during the previous month, at a rate of A$22 per hour per Worker; and
• you must pay the Fees via Stripe.
• You acknowledge and agree that we have no control over the actions of any third-party payment provider, and your use of the third-party payment provider may be subject to additional terms and conditions.

By accepting this Agreement, you agree that:

• a Minimum Term of 26 weeks from the start date applies to this Agreement, during which, you will not be able to terminate this Agreement for convenience, and if you do, you are liable to pay us the Cancellation Fee;
• The Cancellation Fee for terminating before the Minimum term is A$2,000 and is due immediately upon Cancellation before Termination will be approved.
• a minimum contract length of 10 hours applies per week (see clause 5.5);
• neither Party will be liable for any Consequential Loss;
• our Liability for the provision of the Services will be limited to, at our discretion, the resupply of the Services or the repayment of the Fee;
• we exclude liability for your breach of OHS obligations and Third Party Inputs;
• your failure to pay the Fee in accordance with the Payment Terms may result in us charging you interest, or suspending the provision of the Services until we receive payment; and
• 30 Days notice is required for termination of contract terms.

ACCEPTANCE AND TERM

You accept this Agreement by the earlier of:

• signing and returning this Agreement to us;
• confirming by email that you accept this Agreement;
• instructing us (whether orally or in writing) to proceed with the provision of the Services; and
• making payment of the Initial Setup Fee.

This Agreement will commence on the later of the Start Date and the date it is accepted by you under clause 1.1, and will continue until it is terminated in accordance with its terms (Term).

SERVICES

In consideration for your payment of the Fee, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
We will use our reasonable endeavours to ensure that the Workers we provide to you:

• have the necessary skills, as stipulated by us, in respect of Worker Services;
• perform the Worker Services with due care and skill, for your benefit and in a timely manner; and
• perform the Worker Services in accordance with this Agreement.

We are responsible for the payment of wages or contractor fees, superannuation, workers compensation insurance, payroll tax and PAYG withholding (if and to the extent required by law).

TIMESHEETS

At the end of each calendar month, Workers will complete a timesheet using a time keeping software (currently Clockify), documenting their attendance during the calendar month (including breaks) and their provision of the Workers Services (Timesheet). We will share the Timesheet with you.

You must review and accept the Timesheet within 48 hours of the provision of the Timesheet to you.

• Disputing Timesheets

If you dispute the hours and/or Worker Services claimed under a Timesheet, you agree to notify us in writing as soon as is reasonably practicable, and in any event, within 48 hours of the provision of the Timesheet to you. If you fail to notify us in accordance with this clause 3.3, you will be deemed to have approved the relevant Timesheet.

If you dispute a Timesheet, and notify us of the dispute in accordance with clause 3.3, the Parties agree to meet to discuss the dispute, in good faith and in a timely fashion, to come to a mutually agreeable decision on the hours and/or Worker Services to be stipulated in the Timesheet.

YOUR OBLIGATIONS

You agree to:

• exclusively use Swift Google Workspace (formerly G-suite), to which we will provide you access, to communicate with workers;
• comply with this Agreement and our reasonable requests or requirements, and all applicable laws;
• provide all assistance, information, documentation, access, facilities, authorities, consents, licences and permissions reasonably necessary to enable us to comply with our obligations under this Agreement or at law;
• inform the Workers of the specific duties to be carried out in each shift (and the duties must be within the scope of the Worker Services);
• monitor the performance of the Worker and provide feedback to us at our request (including if you no longer want a particular Worker to provide the Worker

Services. Where you reasonably request, we may replace a Worker with another Worker); and
immediately notify us of any unsafe or inappropriate conduct of the Worker.

PAYMENT

All amounts include GST.
You agree to pay us:

• the Fee; and
• any other amounts payable to us under this Agreement, in accordance with the Payment Terms.

You agree that your failure to sign any Timesheet does not absolve you from your obligation to pay us the Fee applicable for any Worker Services that the Worker has supplied under this Agreement.

Expenses: If you require us to undertake services such as undertaking background checks or medical checks (or similar) on Workers, you agree that we may charge you an additional amount for such services.

Minimum Workers, and contract length: You agree that there is a minimum number of 1 Worker per shift, and the minimum number of hours to be worked for each Worker per week is as stated under the disclosures section of this agreement for the minimum contract term. We will be entitled to invoice you for at least these applicable minimum numbers of Workers and hours, including where a Worker is engaged to provide Worker Services for less than these applicable minimum hours per shift and/or where less than the minimum number of Workers are used on a shift. This does not apply to the Induction.

If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):

• immediately cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so;
• charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms;
• engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
• report you to any independent credit data agencies.

Fee increase: You agree that we may increase the Fees at the start of each new financial year. If we intend to increase the Fee, we will notify you at least 30 days before the new Fee applies. If you do not wish for the new Fees to apply, you may terminate this Agreement.

INSURANCE

During the provision of the Worker Services, you agree to have adequate insurance to cover:

• data breaches and data loss caused or contributed to by the Worker while providing the Worker Services; and
• all other insurances as may be required at Law, and such insurances must cover us and the Worker.

WARRANTIES

You warrant that throughout the Term:

• you will treat the Workers with courtesy and respect;
• that there are no legal restrictions preventing you from entering this Agreement;
• that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
• you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
• you have a valid ABN which has been advised to us; and
• you are registered for GST purposes.

CONFIDENTIAL INFORMATION

Each Receiving Party agrees:

• not to disclose the Confidential Information of the Disclosing Party to any third party;
• to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
• to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

The obligations in clause 8.1 do not apply to Confidential Information that:

• is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
• is authorised to be disclosed by the Disclosing Party;
• is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
• must be disclosed by Law or by a regulatory authority, including under subpoena.

Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.
This clause 8 will survive the termination of this Agreement.

PRIVACY

You agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines including when using personal information relating to Workers.

We may provide you with access to Workers’ personal information in the provision of the Services and/or the Worker Services. You agree to only use such information in accordance with our instructions and for the sole purpose of receiving the Services and/or the Worker Services and to keep the information in your possession safe and secure at all times.

This clause 9 will survive the termination or expiry of this Agreement.

INTELLECTUAL PROPERTY

As between the Parties:

• we own all Intellectual Property Rights in Our Materials;
• you own all Intellectual Property Rights in Your Materials; and
• nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in you upon creation.
This clause 10 will survive termination or expiry of this Agreement.

RESTRAINTS

During the Term of this Agreement and for up to 2 years from the date of a Worker’s most recent shift with you, you must not:

• induce or solicit our Workers to leave their employment, agency or contractual arrangement with us; or
• employ or otherwise engage any of our Workers.

You agree that clause 11:

• is a valid exercise of our rights in accordance with this Agreement;
• does not unreasonably restrict your right to carry on your business, profession or trade; and
• is fair and reasonable in the circumstances and goes no further than is reasonably necessary to protect our commercial interests.

This clause 11 survives the termination of this Agreement.

AUSTRALIAN CONSUMER LAW

Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, you are entitled:

• to cancel this Agreement with us; and
• to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel this Agreement and obtain a refund for the unused portion of this Agreement.

If the ACL applies to you as a consumer, nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for any Liability in relation to the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.

Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.

This clause 12 will survive the termination or expiry of this Agreement.

EXCLUSIONS TO LIABILITY

Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

• any breach by you or your Personnel’s occupational health safety obligations at law or under this Agreement; and
• any Third Party Inputs.

This clause 13 will survive the termination of this Agreement.

LIMITATIONS ON LIABILITY

Despite anything to the contrary, to the maximum extent permitted by law:

• neither Party will be liable for any Consequential Loss;
• a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of their Personnel), including a failure to mitigate the Liability; and
• our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fee paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

This clause 14 will survive the termination or expiry of this Agreement.

TERMINATION

After the Minimum Term, either Party may terminate this Agreement by giving the other Party 30 days’ written notice.

If you wish to terminate this Agreement prior to the end of the Minimum Term, you must pay the Cancellation Fee.

This Agreement will terminate immediately upon written notice by:
us, if:

• you are in material breach of a term of this Agreement, and that breach has not been remedied within 5 Business Days of being notified by us; or
• you are unable to pay your debts as they fall due; and
• you, if we are in material breach of a term of this Agreement, and that breach has not been remedied within 5 Business Days of being notified by you.

Upon termination of this Agreement:

• we will promptly stop performing the Services;
• you will pay for all Services and Worker Services provided prior to termination, including Services and Worker Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable;
• by you in accordance with clause 15.2, you must pay the Cancellation Fee; and
• you agree to immediately return to us (where possible) or delete or destroy (where not possible to return) all of our property (including Confidential Information and Intellectual Property) in your possession or control that belongs to us.

The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.

This clause 15 will survive the termination or expiry of this Agreement.

GENERAL

Amendment: This Agreement may only be amended by written instrument executed by the Parties.

Assignment: Subject to clause 16.3, this Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld).

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

Counterparts: This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.

Disputes: You will inform us if you have reasonable concerns relating to our provision of Services under the Agreement, with the aim that the Parties will use all reasonable efforts to resolve the concerns. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either
Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Queensland Law Society to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Exclusivity: Nothing in this Agreement creates an exclusive relationship between you and us, and we may, at any time, enter into arrangements with any other individual or entity to provide the same or similar services as the Services.

Expenses and legal costs: Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.

Force majeure: Neither Party will be liable for any delay or failure to perform its obligations under this Agreement if and to the extent such delay is due to any circumstance beyond its reasonable control.

Further assurance: Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.

Governing law and jurisdiction: This Agreement is governed by the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland and any courts entitled to hear appeals from those courts and waives any rights to object to proceedings being brought in those courts.

GST: If and when applicable, GST payable on the Fee and any other amounts will be set out in our invoice to you. You agree to pay the GST amount at the same time as you pay the Fee or any other amount.

Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

Relationship of parties: This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, agency or employer-employee.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

Waiver or variation of rights: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them within this Agreement, in the Schedule, and:
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Business Day means a day, which is not a Saturday, Sunday, or bank or public holiday in Queensland.

Business Hour means an hour on a Business Day within the hours of 9am to 5pm.

Confidential Information means any information which is:

• is disclosed to the Receiving Party in connection with this Agreement at any time;
• is prepared or produced under or in connection with this Agreement at any time;
• relates to the Disclosing Party’s business, assets or affairs; or
• relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
• whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Fee means the fee payable for the Workers provided under this Agreement.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of you or our respective Personnel in connection with this Agreement or the provision of the Services and/or Worker Services, whether before or after the date of this Agreement, but excluding Our Materials and Your Materials.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, contractors, subcontractors or agents.

Receiving Party means the Party receiving Confidential Information from the Disclosing Party.

Services means the services that we agree to perform under this Agreement, as further particularised in the Schedule.

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.

Worker means a person or persons assigned to you by us, to provide the Worker Services.

Worker Services means the work performed by a Worker under your supervision as further particularised in the Schedule.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licenced or developed by or on behalf of you or your Personnel before the Term and/or developed by or on behalf of you or your Personnel independently of this Agreement.

Interpretation

In this Agreement, unless the context otherwise requires:

• words in the singular include the plural and vice versa;
• headings are for convenience and do not affect the interpretation of this Agreement;
• a reference to this Agreement or any other document includes the document, all schedules and all attachments as novated, amended, supplemented, varied or replaced from time to time;
• if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
• a reference to any legislation includes subordinate legislation and all amendments, consolidations, re-enactments or replacements from time to time;
• a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
• “includes” and similar words mean includes without limitation;
• no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
• a reference to a Party includes the Party’s legal personal representatives, executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
• a reference to this or any other agreement includes the agreement, all schedules and attachments as novated, amended or replaced and despite any change in the identity of the parties;
• a reference to time is to local time in Queensland; and
• a reference to “$” or “dollars” refers to the currency of Australia from time to time.