Terms and Conditions
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*These Terms & Conditions are to be read in conjunction with the Booking Details above. Any capitalised terms used in these Terms & Conditions have the meaning set out in the Booking Details above.
**In the event of any inconsistency between the Booking Details and these Terms & Conditions, the Booking Details shall take precedence.
1. ENGAGEMENT
1.1 The Engagement shall commence on the date first appearing and continue until completion of the Services, unless and until terminated in accordance with these Terms & Conditions (“Term”).
1.2 The Engagement is subject to any Special Conditions set out in Item 6 of the Booking Details.
2. SERVICES
2.1 In consideration of the Fee and subject to the Client fulfilling its obligations set out in Clause 4 below, FF agrees to provide the Services to the Premises in accordance with the Booking Details and these Terms & Conditions.
2.2 The parties may mutually agree to change the Booking Details in writing from time to time.
2.3 The Services are subject to certain product and service conditions (e.g., drying times and product uses).
3. ADDITIONAL SERVICES
3.1 The Client agrees that the Booking Details (including the Fee) is determined on the accuracy of the information provided by the Client.
3.2 In the event that FF is required to undertake additional work to complete the Services as a result of inaccurate details provided by the Client, FF, in its sole discretion, may charge additional fees calculated on an hourly basis that shall be detailed on the Tax Invoice (as defined herein). FF shall use best efforts to notify the Client of any additional fees necessary to complete the Services.
4. CLIENT OBLIGATIONS
4.1 The Client agrees to:
(a). Ensure access to the Premise is safe, free and unencumbered (including ensuring that heavy, obstructing, sentimental or fragile objects are moved prior to the Service Time);
(b). Provide FF with access to any necessary materials, safe equipment and utilities (including but not limited to keys, hot and cold water, electricity, and rubbish bins) or as otherwise advised by FF;
(c). Ensure that the Premise is fully vacated prior to Service Time; and
(d). Ensure that all employees, contractors or other representative of FF are treated with respect and free of harassment at all times.
(b). Provide FF with access to any necessary materials, safe equipment and utilities (including but not limited to keys, hot and cold water, electricity, and rubbish bins) or as otherwise advised by FF;
(c). Ensure that the Premise is fully vacated prior to Service Time; and
(d). Ensure that all employees, contractors or other representative of FF are treated with respect and free of harassment at all times.
4.2 The Client warrants that:
(a). Any warranties, representations and information provided to FF prior to entering this Agreement and/or as set out in the Booking Details are correct and accurate;
(b). The Client has accurately provided details of any hazards, slippery surfaces, risks or dangers, ingrained dirt, grease or grime that is or may be located at the Premises; and
(c). Informed FF of any special requirements related to health and safety (including allergies or issues with specific cleaning products or ingredients).
(b). The Client has accurately provided details of any hazards, slippery surfaces, risks or dangers, ingrained dirt, grease or grime that is or may be located at the Premises; and
(c). Informed FF of any special requirements related to health and safety (including allergies or issues with specific cleaning products or ingredients).
4.3 The Client grants FF the right to capture photos of the Premise for the purpose of providing the Services (including but not limited to quality control purposes) or for ancillary purposes related to this Agreement.
4.4 FF or its employees, contractors or other representatives may immediately suspend the Services at any time in the event it determines or suspects a breach of this Clause 4. Any suspension under this Clause is not a breach by FF of the Agreement.
5. FEE
5.1 In consideration of the Services provided, the Client agrees to pay FF the Fee in accordance with the payment terms set out in this Clause 5.
5.1 FF will provide the Client with a Tax Invoice for the Fee owing under this Agreement from the completion of its Services, detailing the Services provided by FF (“the Tax Invoice”).
5.2 The Client shall pay the Fee to FF as directed on the Tax Invoice upon receipt of the Tax Invoice.
5.3 FF is not responsible for any payments processed (or not processed).
6. COMPLAINT & DISPUTES RESOLUTION
6.1 The Client may lodge a complaint relating to the Services by contacting FF, notwithstanding such complaint must be made to FF within twelve (12) hours of the completion of the relevant Service Time (“Complaint”).
6.2 FF may, in its sole discretion, work together with the Client to rectify the Complaint, provided that the Client has fulfilled all its obligations and warranties under this Agreement.
6.3 For the avoidance of doubt and to the fullest extent permitted by law, FF is under no obligation to remedy the Complaint (including refunding any Fees paid).
7. CANCELLATIONS / CHANGES
7.1 The Client may make a request to cancel or reschedule the Services that is booked for the particular Service Cycle by contacting the Company at least 24 hours prior to the Service Time. FF, in its sole discretion, may charge a reasonable cancellation fee for such requests made outside this timeframe.
8. NO ENGAGEMENT OF FF EMPLOYEES
8.1 The Client must not, without the prior written permission, directly or indirectly, engage, employ or contract with any cleaner, employee, contractor or other representative of FF’s for the Term or for any period during which FF provides Services to the Client and for a period of twelve (12) months after the conclusion of the Services.
8.2 The Client agrees that FF may suffer loss and damage, including, without limitation consequential loss, as a result of a breach of this Clause 8 by the Client.
9. BREACH & TERMINATION
9.1 The Client may terminate this Agreement by providing written notice to FF at least twenty four (24) hours prior to the Service Date, unless otherwise agreed.
9.2 The Client commits an “Event of Default” if it:
(a). Fails to pay the Fees in accordance with Clause 5;
(b). Contravenes any obligations or warranties pursuant to the terms of this Agreement;
(c). Fails to respond to the FF’s communication in a timely manner;
(d). Commits any act of dishonesty, fraud, wilful disobedience, or gross misconduct;
(e). Becomes bankrupt or suffers an insolvency event; or
(f). Fails to act in a professional manner.
(b). Contravenes any obligations or warranties pursuant to the terms of this Agreement;
(c). Fails to respond to the FF’s communication in a timely manner;
(d). Commits any act of dishonesty, fraud, wilful disobedience, or gross misconduct;
(e). Becomes bankrupt or suffers an insolvency event; or
(f). Fails to act in a professional manner.
9.3 FF may terminate this Agreement with immediate effect if the Client commits an Event of Default. Any termination by the FF pursuant to this Clause shall not prejudice any other rights or remedies the FF may have in respect of any Event of Default or breach of this Agreement.
9.4 In the event the Agreement under Clause 9.3, the Client is still liable to pay the FF the full Fee had the Agreement continued for the remainder of the Term.
10. INTELLECTUAL PROPERTY
10.1 FF is the sole owner of all intellectual property in and to the Services (including scents, methods, products and any images or videos captured during the course of providing the Services).
10.2 FF agrees to seek the Client’s prior consent before using any intellectual property that features the Client’s Premises or other identifiable content of the Client for purposes outside this Agreement (including promotional and advertising purposes), however the Client shall not be entitled to any remuneration for such use unless otherwise agreed in writing by FF.
11. INDEMNITY
11.1 The Client indemnifies FF against any claim, loss, damage, suit, action, proceedings, costs or expenses (including legal costs) of any nature whatsoever made against FF or which FF may suffer or incur by reason of any breach or alleged breach of this Agreement by the Client, such indemnity being without prejudice to any other right or remedy of FF in respect of such breach.
12. NO WARRANTIES
12.1 The Client agrees that the Services are provided on factors that are outside FF’s control and therefore FF makes no guarantee to the actual results of the Service provided.
12.2 To the fullest extent permitted by law, FF is not liable for any consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused or arising in any way out of or in connection with the Engagement without limitation, including but not limited to any loss, damage or injury arising to the:
(a). Premise;
(b). Client’s property (including any alteration or discolouration of fabric or furniture or cash, jewellery, art, antiques and other items of sentimental value); and (c). Client, its patrons or guests.
(b). Client’s property (including any alteration or discolouration of fabric or furniture or cash, jewellery, art, antiques and other items of sentimental value); and (c). Client, its patrons or guests.
13. FORCE MAJEURE
13.1 Neither Party will be held responsible or accept liability for any loss incurred by the other which is due to strikes, lockout, industrial disputes, acts of God, war, riots, civil disturbances, fire, flood, explosion, failure of power supply or any order of direction of any local state or federal government or instrumentality or any other matter or thing outside the reasonable control of the parties, including COVID-19 (“Force Majeure”) which may result in a failure or delay to perform an obligation under this Agreement.
13.2 In the event that the Services (or any part thereof) is delayed or requires rescheduling as a result of a Force Majeure event, the parties shall mutually agree to re-schedule or amend the Services in order to give effect to this Agreement.
13.3 Either Party shall have the right to terminate this Agreement if a Force Majeure event occurs that causes the Services to be rendered impossible or infeasible to stage for any reason beyond the control either Party.
14. GENERAL
14.1 Each person signing this Agreement warrants to the other that they have the right and authority to enter into this Agreement.
14.2 This Agreement may only be varied in writing signed by both parties.
14.3 A waiver by one party of another party’s default under this Agreement will not constitute a release of the defaulting party’s obligation to observe and perform all of its obligations under this Agreement in the future.
14.4 This Agreement embodies the entire agreement and understanding between the parties.
14.5 The Client must not transfer or assign its rights or obligations under this Agreement to a third party without first obtaining the FF’s prior written consent.
14.6 This Agreement may be executed in two or more counterparts each of which will be deemed an original, but all of which will constitute one and the same document.
14.7 This Agreement is to be governed by and construed in accordance with the laws of the State of Victoria, Australia. Each party irrevocably submits to the non-executive jurisdiction of the courts of that State, with respect to any proceedings which may be brought at any time relating to this Agreement.