Terms & Privacy Policy

CLEANING AND FACILITIES MANAGEMENT AGREEMENT TERMS & CONDITIONS

1. DEFINITIONS:
The Agreement contains the following deﬁned terms:

“Agreement” means the Cleaning and Facilities Management Agreement Terms and Conditions and the Letter of Offer including any schedules and any documents identiﬁed in the schedules as being comprised in the Agreement. It also includes any agreed amendments between the parties;

“Client” or “You” means the party named as the Client in the Letter of Offer.

“Commercial Cleaning Group”, “CCG”, “we” or “us” means the TKE Enterprises Pty Ltd as The Trustee For TKE Enterprises Trust trading as Commercial Cleaning Group Newcastle.

“Consequential Loss” means any diminished revenue, loss of profit, loss of business opportunity, business interruption, loss of or damage to goodwill or reputation, loss of contract, and special or punitive damages, which do not flow naturally from a breach of this Agreement without another intervening cause.

“CPI” means the Consumer Price Index (All Groups) for Sydney published by the Australian Bureau of Statistics.

“Dispute” means a dispute arising out of or relating to this Agreement and any variations to this Agreement, including without limitation, a dispute about the breach, termination, validity, or subject matter of this Dispute, or a claim in equity or in tort relating to the performance or non-performance of this Agreement.

Force Majeure means any event or circumstance or combination of events or circumstances:

(a) comprising earthquake, act of God, pandemic or infectious disease outbreak (including COVID-19), natural disaster, fire, flood, storm and tempest, explosion and lightning, riots, civil commotion, radiological incident, malicious damage, sabotage act of public enemy, war, revolution, radioactive, biological or chemical contamination, currency restrictions, embargo or a failure of a public utility computer or IT disruption due to the effects of a computer virus or other malicious code introduced other than through the acts or omissions of the party seeking relief, lock-out, act of restraint of government, or any other any event or circumstance to the extent it is beyond the reasonable control of the party seeking relief; and

(b) which prevent a party or the parties from performing an obligation under this Agreement.

A Force Majeure may include any event or circumstance occurring at the commencement of the Agreement. A Force Majeure does not include financial difficulty unless it arises directly from a Force Majeure event or circumstance described in paragraph (a).

“Goods” “means goods supplied by CCG to the Client (and where the context so permits shall include any supply of Services as hereinafter deﬁned) and are as described on the Letter of Offer and any invoices, quotation, work authorisation or any other forms as provided by CCG to the Client.

“Initial Period” means the initial period speciﬁed in the Agreement.

“Intellectual Property” means all and any rights and interests in registered or unregistered trademarks, patents, designs, copyright, inventions, applications, know-how, formulae, processes, software programes or other intellectual property (in whatsoever form including written or digital form).

“Ordered Services” means Services not included in Routine Services that are carried out by CCG at the request of the Client.

“Price” means the fees and expenses payable for the Services in accordance with the Agreement.

“Routine Services” means the Services of a routine nature described in the Letter of Offer(as from time to time varied by agreement).

“Services” means the services (including Routine Services and Ordered Services) to be provided by CCG under the Agreement as described in the Letter of Offer (and where the context so permits, shall include any supply of Goods as deﬁned in this Clause 1.

“Site” means any property owned or controlled by the Client where Services are to be performed.

2. SCOPE OF CONTRACT
2.1 CCG shall carry out the Services in accordance with the Agreement.

2.2 In consideration of CCG performing the Services, the Client shall pay CCG the Price in accordance with the Agreement.

2.3 The Services comprise:

(a) Routine Services details of which at the date of the Agreement are set out in the Letter of Offer; and

(b) Ordered Services which shall be provided on a call oﬀ basis and for which a Purchase Order in the form contained in Schedule 3 shall be issued and signed on behalf of the parties.

2.4 Whenever the Client requires any Ordered Services it shall comply with the procedure in Clause 8.3 and any variation to any Services shall be dealt with in accordance with Clause 9.

3. DURATION
3.1 The Agreement starts on the commencement date speciﬁed in the details or the Letter of Offer. Unless the Agreement is terminated under Clause 14, it will continue for the Initial Period. On expiry of the Initial Period, this Agreement will automatically renew for 12 months until it is terminated by either party by giving 30 days written notice of the termination to the other:

3.1.1 Before the end of the Initial Period; or

3.1.2 at the end of any subsequent 12 month period.

4. CCG’S GENERAL OBLIGATIONS
4.1 CCG shall carry out the Services as set out in the Letter of Offer.

4.2 CCG shall comply with all reasonable directions given by the Client or its duly authorised representative.

4.3 CCG shall throughout the performance of the Services have full regard for the safety of all persons lawfully on the Site in compliance with the Work Health and Safety Act 2011 and the Work Health and Safety Regulations 2011.

4.4 CCG shall take appropriate steps to ensure that the Goods, equipment, consumables and materials used by it or any sub- contractor in connection with the provision of the Services are:

4.4.1 Maintained in a safe, serviceable and clean condition in accordance with good industry practice; and

4.4.2 In compliance with any relevant laws.

5. PERSONNEL
5.1 CCG shall take reasonable steps to ensure that personnel engaged by it on the Services are suitably experienced and competent to perform the tasks entrusted to them.

5.2 CCG shall take reasonable steps to ensure that its employees and sub-contractors comply with all legislation, regulations and directives relating to health and safety, welfare, pollution and noise (including health and safety policies and procedures which have been prepared by or on behalf of the Client and made available to CCG.

5.3 Before engaging any personnel to work at any Site who may reasonably be expected in the course of their employment to have access to children, CCG shall, if required by law, provide a copy of a Working with Children Check under the Child Protection (Working with Children Check) Act 2012. CCG shall not engage any such personnel without a Working with Children Check without the Client’s prior written consent. The Client agrees to provide such support and assist in any applications as CCG reasonably requests.

5.4 If any of CCG’s personnel or sub-contractors commit any breach of any law, regulations or code of conduct or misconduct themselves in any way, CCG shall take appropriate disciplinary measures. If required by the Client, CCG shall promptly remove any such individual and engage a replacement at CCG’s expense.

6. CLIENT OBLIGATIONS
6.1 The Client will give CCG and all personnel engaged by it access to each Site in order to enable the Services to be performed in accordance with the Agreement.

6.2 The Client acknowledges that, as between the Client and CCG, the Client has primary responsibility for the conduct of the residents and other occupiers at each Site and will ensure that CCG has:

6.2.1 Uninterrupted access so far as practicable for the performance of the Services;

6.2.2 Secure arrangements for storing equipment and materials (if required); and

6.2.3 Access to an on-site manager or contact person to deal with any problems that might arise.

6.3 To the extent that CCG is disrupted or delayed in the performance of any scheduled Services, the Client may be liable for additional fees for the extra time and expense incurred by CCG.

6.4 The Client shall provide CCG in good time with all information reasonably required by CCG to enable it to perform its duties including, but not limited to, copies of any rules, regulations and codes of conduct applying at each Site. Further, the Client shall immediately notify CCG of any event or circumstances which may delay or disrupt any of the Services.

6.5 The Client acknowledges that CCG invests signiﬁcant resources in recruiting, selecting and training its cleaning and security personnel. Unless CCG gives prior written permission, the Client must not, directly or indirectly, engage, employ or contract with any of CCG’s personnel to provide Services to the Client or any associate of the Client for any period during which the Services are provided by CCG or for a period within 12 months after the termination of this Agreement. The Client acknowledges that CCG may suﬀer loss and damage, including, without limitation consequential loss, as a result of a breach of this clause by the Client.

6.6 The Client must informCCG in writing CCG evidencing any incident where an accident, breakage, damage to property or theft has occurred due to any act of CCG within 24 hours of completion of providing the Services (or at beginning of the next Business Day if the incident occurs on a weekend). To the extent permitted by law, the Client is not entitled to claim any loss for any incident if the incident is not reported to CCG with evidence within 24 hours of completion of providing the Services. Furthermore, to the extent permitted by law, damage or loss to the following items is speciﬁcally excluded from the liability of CCG under this Agreement: cash, jewellery, art, antiques, and items of sentimental value.

7. REPRESENTATIVES, LIAISON, PERFORMANCE MONITORING AND CO-OPERATION
7.1 CCG and the Client shall each designate an individual as its representative and principal point of contact for the purposes of the Agreement. The people named in the Letter of Offer will be the default representatives for the parties, unless otherwise agreed in writing.

7.2 The representatives of the parties shall constitute a liaison committee which will meet weekly or as agreed between them. The liaison committee shall be attended by each party’s representative and such other persons as may be considered by either of them to be relevant to the matters under discussion. The liaison committee shall have primary responsibility for ensuring eﬀective coordination between CCG and the Client in accordance with this Agreement. Any problems or diﬀerences shall ﬁrst be reviewed by the liaison committee before being dealt with under Clause 21.

7.3 The parties and their representatives shall act in a co-operative manner in good faith and in the spirit of mutual trust and respect. To this end, the Client and CCG agree they will each give to, and welcome from, the other, feedback on performance and will draw each other’s attention to any diﬃculties and will share information openly, at the earliest practicable time. They will support collaborative behaviour and confront behaviour that does not comply with these principles.

8. PURCHASE ORDERS
8.1 Ordered Services. If the Client requires any Services of a non-routine nature not included in the Routine Services it shall notify CCG by completing a draft Purchase Order using the form in Schedule 3 and send this to CCG. Within 3 working days of receipt, CCG shall return the draft Purchase Order with any changes that it requires. If these are not acceptable to the Client, the parties shall endeavour to reach agreement and, once this is achieved, the Purchase Order in the agreed terms shall be signed on behalf of both parties. If CCG is unwilling or unable to provide the services requested in the draft Purchase Order it shall so inform the Client as soon as possible and in any event within three working days of its receipt. In those circumstances the Client my engage another contractor to perform the requested services but the Client shall ensure that that contractor does not disrupt any of the Services under the Agreement.

8.2 In an emergency, CCG may, if so instructed by the Client or its representative, carry out necessary additional services without a Purchase Order and within three days either the Client or CCG shall conﬁrm the instruction in writing and a Purchase Order will be signed retrospectively.

8.3 To avoid doubt (a) all Ordered Services shall be priced using the rates in the Letter of Offer (as from time to time adjusted), unless otherwise agreed in writing and (b) any change to any Ordered Services, shall be dealt with applying the procedure in clause 9.

8.4 The Client agrees to offer any categories of work identiﬁed as ‘exclusive’ in the Letter of Offer to CCG as an Ordered Service in accordance with Clause 8.1 before appointing another contractor.

9. VARIATIONS
9.1 If the Client wishes to alter, add to or reduce any of the Routine Services or change any of the Ordered Services it will give 30 days written notice to that eﬀect to CCG (“Change Notice”).

9.2 If CCG agrees with the changes requested in the Change Notice, it willprovide the Client with a statement in writing showing any proposed change to the Price and the eﬀect (if any) upon the programme for the Services which may include cancellation fees seet out in 9.4. The Client will then notify CCG whether or not it accepts CCG’s proposal. Unless an agreement is reached by both parties in relation to the Change Notice, then the Agreement will continue as agreed.

9.3 CCG shall notify the Client if it encounters any diﬃculties beyond its reasonable control which either (a) are attributable to any act or omission of the Client (or any third parties for which the Client is responsible) or (b) it could not have reasonably foreseen when entering into the Agreement or any Purchase Order and in those circumstances, CCG will be entitled to a fair and reasonable adjustment to the Price and/or programme.

9.4 To avoid doubt, any reduction in the scope of Routine Services will entitle CCG to recover any reasonable costs and expenses (including but not limited to redundancy payments and cancellation fees) that it incurs as a consequence of the reduction. However, the Client may not reduce the Routine Services by more than 15% in monthly value without also paying a reasonable amount as compensation to CCG for loss of anticipated proﬁt.

10. INSPECTION AND REPORTS
10.1 The Client may from time to time inspect the Routine Services and any deﬁciencies will be reported initially to the parties’ representatives for consideration and rectiﬁcation by CCG.

10.2 When any Ordered Services are completed and ready for inspection, CCG shall notify the Client who shall inspect the same. If any errors or defects are found by the Client, CCG will, if required by the Client, promptly re-perform the relevant part of the Services at its own cost. Pending acceptance, the Client will not be obliged to pay the ﬁnal invoice for those Ordered Services unless CCG objects, in which case the matter will be resolved under Clause 21.

10.3 Any incident that aﬀects or is likely to aﬀect any of the Services shall promptly be notiﬁed by each party to the other and the representatives shall then meet at the request of either of them to review and resolve any diﬃculties.

10.4 Any incident involving personnel of CCG and/or any resident, visitor or staﬀ at any Site shall be reported in full and investigated by both parties as a matter of urgency.

11. PRICE AND PAYMENT
11.1 Services shall be paid for in full in accordance with the Letter of Offer. Unless otherwise stated in the Letter of Offer, Routine Services shall be invoiced and paid within 7 days of the date of the invoice. Ordered Services shall be paid on completion of the Services unless otherwise shown in the relevant Purchase Order.

11.2 At the appropriate times CCG shall submit an invoice to the Client for the amount due in respect of the Services to which the invoice relates. The statement shall be accompanied by relevant supporting documents as reasonably required by the Client (including, when relevant, time records of personnel and receipts or vouchers for recoverable expenses).

11.3 If the Client has not paid any invoices on time as set out in clause 11.1 or the Letter of Offer, then CCG may choose not to continue providing the Services, in its absolute discretion, until all amounts owed to CCG are paid in full by the Client. This includes where there is a dispute relating to the Services or invoice.

11.4 The Client shall not be entitled to make any deduction from any amount properly invoiced. If the Client considers it has grounds for refusing to pay any invoice in full, it shall give notice to CCG within 7 days of receipt of the invoice together with the reasons. If agreement is not reached by the payment date, the matter will be resolved in accordance with Clause 21 and pending resolution, the Client will pay the invoiced amount in full.

11.5 Prices in the Agreement are exclusive of GST and, when applicable, GST will be included in CCG’s tax invoice and paid by the Client. For the avoidance of doubt, “GST” has the same meaning as is given to it in the A New Tax System (Goods and Services Tax) Act 1999.

11.6 If the Client is more than 14 days late in making any payment that is properly due to CCG, CCG will be entitled to interest at the rate equivalent to the prime overdraft rate for the time being applied by the Commonwealth Bank of Australia for overdraft limits greater than $100,000 plus 2% per annum from the date the payment was due, such amount to be calculated on a daily basis.

11.7 The rates and prices set out in the Letter of Offer shall be subject to adjustment on 1 July each year applying the formula in Schedule 2 but no downward adjustment shall be made using that formula.

11.8 Despite anything to the contrary contained herein or any other rights which CCG may have howsoever:

11.8.1 Where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to CCG or CCG’s nominee to secure all amounts and other monetary obligations payable under this Agreement. The Client and/or the Guarantor acknowledge and agree that CCG (or CCG’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.

11.8.2 Should CCG elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify CCG from and against all CCG’s costs and disbursements including legal costs on a solicitor and own client basis.

11.8.3 The Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint CCG or CCG’ nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give eﬀect to the provisions of this clause 11.8.

12. WARRANTIES
12.1 CCG warrants to the Client that it will exercise reasonable skill and care in performing the Services.

12.2 All Services provided by CCG shall meet the reasonable requirements of the Client as identiﬁed in the Agreement.

13. RISK AND TITLE
13.1 If CCG retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

13.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, CCG is entitled to receive all insurance proceeds payable for the Goods. The production of this Agreement by CCG is suﬃcient evidence of CCG’ rights to receive the insurance proceeds without the need for any person dealing with CCG to make further enquiries.

13.3 The Client shall be responsible for any additional consumables supplied by CCG after delivery of the Goods/Services unless agreed by the Client and CCG at the time of quotation.

13.4 CCG and the Client agree that ownership of the Goods shall not pass until:

13.4.1 The Client has paid CCG all amounts owing for the particular Goods; and

13.4.2 The Client has met all other obligations due by the Client to CCG in respect of all contracts between CCG and the Client.

13.5 Receipt by CCG of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then CCG’ ownership or rights in respect of the Goods shall continue.

13.6 It is further agreed that:

13.6.1 Where practicable the Goods shall be kept separate and identiﬁable until CCG shall have received payment and all other obligations of the Client are met; and

13.6.2 Until such time as ownership of the Goods shall pass from CCG to the Client, CCG may give notice in writing to the Client to return the Goods or any of them to CCG. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

13.6.3 CCG shall have the right of stopping the Goods in transit whether or not delivery has been made; and

13.6.4 If the Client fails to return the Goods to CCG then CCG or CCG’ agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and

13.6.5 The Client is only a bailee of the Goods and until such time as CCG has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to CCG for the Goods, on trust for CCG; and

13.6.6 The Client shall not deal with the money of CCG in any way which may be adverse to CCG; and

13.6.7 The Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of CCG; and

13.6.8 CCG can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

13.6.9 Until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that CCG will be the owner of the end products.

14. Termination

14.1 The Client may terminate the Agreement at any time by giving written notice to Commercial Cleaning Group (CCG) if Commercial Cleaning Group (CCG) commits a material breach of the Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 21 days of being required to do so in writing.

14.2 Commercial Cleaning Group (CCG) may terminate the Agreement if the Client fails to make any payment properly due under the Agreement within 30days of the due date or commits any other material breach of the Agreement.

14.3 Either party may terminate the Agreement if the other party becomes insolvent or goes into liquidation (except for purposes of reconstruction while solvent) or becomes unable to pay its debts or has a receiver or administrative receiver appointed over any of its business or any comparable action is taken in relation to the Client or Commercial Cleaning Group (CCG) in any jurisdiction.

14.4 Upon termination Commercial Cleaning Group (CCG) shall cease all Routine Services and arrange an orderly hand-over to the Client or to another contractor appointed by the Client. If at the termination date there are any uncompleted Ordered Services, the Client may either require Commercial Cleaning Group (CCG) to complete them in accordance with the Purchase Order or may appoint another contractor to do so.

14.5 Upon termination Commercial Cleaning Group (CCG) shall be entitled to be paid for all Services carried out up to the termination date and (unless the Agreement was terminated by the Client under Clause 14.1 or 14.3) its costs and expenses in handing over the Services and for any demobilisation costs it incurs. In addition, termination by Commercial Cleaning Group (CCG) under Clause 14.2 or 14.3 will entitle Commercial Cleaning Group (CCG) to loss of proﬁt for the unexpired Agreement period.

14.6 If the Agreement is terminated by the Client under Clause 14.1 or 14.3, the Client may withhold any money owing to Commercial Cleaning Group (CCG) until the Services have been completed by the Client or another party and may deduct from any such amount all additional costs reasonably incurred by the Client.

14.7 Termination shall be without prejudice to the accrued rights and remedies of the parties at the termination date.

15. INTELLECTUAL PROPERTY
15.1 The Intellectual Property in the documents, designs, applications, data and software provided by the Client or CCG shall remain the sole property of that party and the other party shall have a licence to use the same solely for the purposes of the Services while the Agreement continues.

16. INSURANCE
16.1 Each of the parties shall take out and maintain for the duration of the Agreement the insurances set out in Schedule 2.

16.2 Evidence of such insurances shall be provided by each party to the other whenever reasonably requested.

17. EXCLUSIONS AND LIMITATIONS
17.1 The only conditions and warranties which are binding on CCG in respect of the state, quality or condition of Goods and Services supplied by CCG to Clients are those imposed and required to be binding by statute (including the Competition and Consumer Act 2010). To the extent permitted by law, in no circumstances is CCG liable under or in connection with this Agreement or the Services, to pay compensation or damages to the Client for any Consequential Loss. To the extent permitted by law, the liability of each party under or in connection with the Agreement or the Services, whether in contract, tort (including negligence and breach of statutory duty) will not exceed the amount of the fees paid to CCG for the Services (excluding GST). CCG is not liable for:

17.1.1 Not completing or providing the Services as a result of a breach of a warranty by the Client or any of its obligations under clause 6 (including a failure by the Client to provide a safe working environment or unencumbered access to the Site);

17.1.2 Any damages caused by defective cleaning materials or cleaning equipment provided by the Client;

17.1.3 Not completing or providing the Services as a result of CCG’s personnel not proceeding for health and safety reasons;

17.1.4 Any loss or damage incurred by the Client or any third party as a result of the eﬀects of a force majeure event as provided in clause 18;

17.1.5 Not completing or providing the Services due to an act or omission of the Client or any other person at the Site during provision of the Services;

17.1.6 Existing dirt, wear, damage or stains that cannot be completely cleaned or removed;

17.1.7 Any wear or discolouring of fabric or surfaces becoming more visible once cleaned;

17.1.8 Any loss incurred as a result of any breakage or damage to goods, items of value (including antiques, items of sentimental value) or the Site; or

17.1.9 The cost of any key replacement or locksmith fees, unless keys were lost by CCG or its personnel.

17.2 Except as provided in this clause 17, all conditions and warranties implied by law in respect of the state, quality or condition of the goods or Services which may apart from this clause be binding on CCG are excluded.

17.3 The Client acknowledges that the results of the Services provided may vary depending on a number of factors (including materials, chemicals and equipment used, time elapsed since the Site was last cleaned, and nature of cleaning required), and that CCG gives no guarantee as to the actual results of the Services.

17.4 Except to the extent provided in this clause, CCG has no liability (including liability in negligence) to any person for any loss or damage, consequential or otherwise, suﬀered or incurred by that person in relation to the goods or Services provided by CCG (including any loss caused by, or resulting directly or indirectly from, any failure, defect or deﬁciency or any kind of or in the goods used or Services provided by CCG).

17.5 The Client indemniﬁes CCG against:

17.5.1 All losses or liabilities arising directly or indirectly as a result of the provision of the Services including all losses or liabilities caused as a result of a breach of the warranties of the Client or any of its obligations set out in clause 6 or elsewhere in this Agreement; and

17.5.2 All legal costs (on a solicitor and own client or full indemnity basis, whichever is greater) and other expenses incurred by CCG in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal and including any action taken for the recovery of a debt from the Client).

17.6 Liability in the case of fraud by the defaulting party is not excluded by this clause 17 nor is liability for personal injury or death for which a party is responsible.

18. FORCE MAJEURE
18.1 Subject to the express terms of this Agreement, if, during Services, a party is affected or likely to be affected by a Force Majeure that party should give the other party prompt notice of that fact including:

18.1.1 full particulars of the Force Majeure;

18.1.2 an estimate of its likely duration;

18.1.3 the obligations affected by it and the extent of its effect on those obligations; and

18.1.4 the steps taken to rectify it

and the obligations of the Parties are suspended to the extent that they are affected by the relevant Force Majeure for so long as the Force Majeure continues.

18.2 If both parties are affected by the Force Majeure, formal notice is not required to be given to the other party, but each party agrees to notify the other if a Force Majeure is affecting their compliance with the Agreement.

18.3 The parties must use their best endeavours to remove, overcome or minimise the effects of the Force Majeure as quickly as possible. However, this does not require a party to settle any industrial dispute in any way it does not wish to.

18.4 If the Force Majeure continues for more than 180 days, including a Force Majeure occurring at the commencement date of this Agreement, the parties will meet and discuss whether the Agreement should be extended, varied, or terminated.

18.5 If the Parties cannot agree on a course of action under clause 18.4, either party may terminate this Agreement by giving at least 60 days’ notice to the other party.

19. CONFIDENTIALITY AND PUBLICITY
19.1 Neither party shall disclose to any third party any conﬁdential, trade secret or proprietary information belonging to the other party, whether the information is disclosed orally or in writing or in digital form. The parties acknowledge that all information relating to their respective businesses shall be treated as conﬁdential information as shall the terms and conditions of the Agreement. The obligations in this Clause will survive the expiry or termination of the Agreement.

19.2 The conﬁdentiality obligations shall not extend to information which:

19.2.1 Becomes public knowledge other than through a breach of clause 19.1; or

19.2.2 Is already in the possession of the recipient; or 19.2.3 is required to be disclosed to any regulatory authority, order of the court or by law.

19.3 The parties shall not make public or issue any press release or information relating to the Agreement or the Services without the prior written consent of the other party, such consent not to be unreasonably withheld.

20. ASSIGNMENT AND SUB-CONTRACTING
20.1 Neither party shall assign any of its interests under the Agreement without the prior written consent of the other party.

20.2 CCG shall be entitled to sub-contract any of the Services but subcontracting shall not relieve CCG of any of its obligations to the Client under this Agreement.

21. DISPUTES & GOVERNING LAW
21.1 Neither party may start arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a Dispute unless it has ﬁrst complied with this Clause 21.

21.2 A party claiming that a Dispute has arisen must notify the other party within 10 working days of the event occurring that has given rise to the Dispute.

21.3 Within 7 working days of a notice given under clause 21.2 each party must nominate in writing to the other party an employee authorised to settle the Dispute on its behalf.

21.4 During the 20 working day period after a notice is given under clause 21.2 (or if the parties agree a longer period, that longer period) each party must use its best eﬀorts to resolve the Dispute.

21.5 If a Dispute is not resolved within that time, the Dispute must be referred:

21.5.1 For mediation, in accordance with the Australian Commercial Disputes Centre (ACDC) Mediation Guidelines; and

21.5.2 To a mediator agreed by the parties, or if the parties do not agree on a mediator, a mediator nominated by the then current chief executive oﬃcer of ACDC or the CEO’s nominee (or if no such person is available or willing to nominate a mediator, by the then President of the Law Society of New South Wales).

21.6 Any dispute that is not settled by mediation within 60 days of a reference to mediation (or any longer period agreed by the parties) or by adjudication shall be ﬁnally determined by the courts of New South Wales.

21.7 The Agreement shall be governed by and interpreted in accordance with the laws of New South Wales.

22. NOTICES
22.1 Any notice under the Agreement shall be delivered by hand, by facsimile, or recorded delivery mail to the other party.

22.2 Notice delivered by mail shall be treated as delivered 2 (two) working days after posting. Notice delivered by hand or by facsimile shall be treated as delivered on the day of delivery unless this is after the normal working hours of the recipient (between 9.00am to 5.00pm), in which case delivery shall be treated as occurring on the next working day.

22.3 The address of each party for service of notices is the address shown in the Letter of Offer unless this is changed by notice given under this clause.

22.4 Day-to-day communications may be made by e-mail but any notice referred to in this Agreement, if sent initially by e-mail, must be conﬁrmed by hand delivery, facsimile or mail as set out in Clause 22.1 and 22.2.

23. GENERAL
23.1 Entire Agreement – The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements, understandings and negotiations between them.

23.2 Non-Waiver – No waiver by either party of any breach of contract by the other shall be considered as a waiver of any subsequent breach.

23.3 Validity – If any provision of the Agreement becomes void or unenforceable, it shall not aﬀect the validity of the other provisions of the Agreement. The parties shall replace the part aﬀected with one expressing similar legal and economic intent, insofar as possible

24. PRIVACY
24.1 The Client acknowledges that any information provided by Client may be used by CCG for the purpose of providing the Services. CCG agrees not to share any information provided by the Client with any third party not directly involved in the provision of the Services (unless required to do so by law).

24.2 The Client agrees to CCG communicating with them electronically and/or via other means in order to provide the Services or for reasons related to the provision of the Services.

24.3 CCG will take all reasonable precautions to protect personal information provided by the Client from loss, misuse, unauthorised access or disclosure, alteration or destruction.