Services Terms and Conditions

Parties

Clean Vibes Pty Ltd (ABN 17 615 413 931) (Company, we, us, our)

Recitals

A These Terms and Conditions (Terms) govern the provision of services by us to you when you accept a Quote from us. By accepting a Quote, you agree to be bound by these terms.

B These Terms create a legally binding agreement between you and us.

C Once accepted by you (either in writing, by signature, payment of a deposit, or by instructing us to proceed), the Quote, together with these Terms, forms the binding agreement (the "Agreement") between Clean Vibes and you as the Client.

1. Engagement as Company

1.1 Upon acceptance of a Quote and payment of any specified required deposit, you engage us on a sole and exclusive basis to provide the Services described in the Quote in accordance with these Terms.

1.2 Our engagement with you will commence on the Start Date and continue for the period specified in the Quote unless terminated earlier in accordance with clause 16 of these Terms.

2. Fees and terms of Payment

Pricing

2.1 You must pay us the fees specified in the Quote for the services (the Fees).

2.2 Any Out-of-Scope Work must be agreed to in writing by both parties before commencement, including the estimated hours, deliverables, and total cost.

2.3 Fees appearing in the Quotation are based on present rates and costs of providing the Services including labor, fuel charges, insurance, government tariffs, duties and taxes. We reserve the right to increase fees upon providing 30 days written notice if there are variations in such rates or costs occurring during the term of the Contract and before provision of the Services.

2.4 In the event that your requirements in relation to the Services changes or additional services are required outside the scope of the Quotation, you will be liable for any increased costs, including but not limited to increases in or fees, associated with accommodating for such change at such rates as set out in the Quotation.

2.5 In the event that the Services is postponed or cancelled by you:

(a) any deposit paid in accordance with the Quotation is non-refundable in all circumstances;

(b) any payments made to us in relation to the Services or part of the Services that have been provided are non-refundable in all circumstances; and

(c) any prepayments in addition to the deposit paid in accordance with the Quotation that relate to Services not yet performed may be refunded, less reasonable administrative costs and expenses incurred, at our discretion.

Reimbursement of Expenses

2.6 You must pay all reasonable expenses properly and necessarily incurred by us in the course of providing the Services, provided that we:

(a) obtain your written consent before incurring the expenses; and

(b) provides you with acceptable documentation for the expenses incurred.

3. Payment

Timing of payments

3.1 Unless a different payment term is specified in the Quote, you must pay us all Charges invoiced pursuant to these Terms in full within 14 days of the invoice date. For the avoidance of doubt, "Charges" means all Fees, charges, expenses and any other amounts payable under these terms and the Quote for the provision of services.

3.2 All amounts to be paid by you must be paid by electronic funds transfer into the account nominated by us from time to time.

3.3 All amounts payable under or in connection with these terms must be paid without set-off, counterclaim, withholding, deduction or claim to a lien whatsoever, whether or not any such set-off, counterclaim, withholding, deduction or lien arises under these terms (unless otherwise required by law).

3.4 If you do not comply with your obligations under these Terms (and within any required time period), then any additional costs and expenses which we reasonably incur are payable by you.

Default Interest and Administrative Fee

3.5 If you fail to pay any sum payable to us at the time as specified in the Quote, we reserve the right to charge interest on that sum from the due date of payment until that sum is paid in full at a rate of 9% above the Reserve Bank of Australia cash rate (the Default Rate), calculated daily on the basis of a 365-day year and compounded monthly. Interest will accrue from day to day and will be payable on demand. The payment of interest in respect of any late payment under this clause 4.4 is in addition to any other remedies that we may have in respect of such late payment.

3.6 In addition to any interest charge, we reserve the right to charge an administrative fee of up to $150 per month or part thereof for any late payment, which represents a genuine pre-estimate of the administrative costs that may be incurred by us in managing late payments.

4. Provision of the Services

4.1 We will use reasonable commercial efforts to provide the Services in accordance with the Quote.

4.2 We will, in providing the Services:

(a) (Honesty and diligence) be honest and diligent and provide the Services in a professional manner, consistent with industry standards and practices;

(b) (Standards) at all times maintain ethical, professional and technical standards in accordance with applicable industry best practices and relevant professional codes of conduct;

(c) (Discrimination and harassment) not unlawfully discriminate against, sexually harass or otherwise physically or verbally abuse any person, in accordance with all applicable anti-discrimination, workplace health and safety, and human rights legislation; and

(d) (Privacy) in relation to any Personal Information (as defined in the Privacy Act 1988 (Cth)) of any customer, client, supplier or Representative of the Client, any user or prospective user or any other person whose Personal Information is collected, used, disclosed or handled by the Company in connection with this agreement, comply with:

(i) the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any binding guidelines, determinations, directions, information sheets and other binding regulatory material issued from time to time by the Office of the Australian Information Commissioner; and

(ii) any privacy policy and procedures adopted from time to time by the Client and provided to the Company in writing at least 14 days before they take effect.

4.3 We must use reasonable endeavours to ensure that the Services are fully completed to your reasonable satisfaction on or before the specified completion date as set out in the Quote, subject to any delays caused by you or circumstances beyond our reasonable control. Any specified completion date shall be automatically extended by a period equal to any delay.

5. Client Obligations

General Corporation and Information

5.1 You must, at all times throughout the Term, actively cooperate with us and provide all reasonable assistance, resources, and support we may require to enable us to perform the Services safely, efficiently and in accordance with this Contract. This includes, but is not limited to, the following obligations:

(a) (Timely Communication) You must appoint a competent representative with authority to give instructions and make decisions on your behalf, and ensure they are contactable during business hours and during any scheduled service periods.

(b) (Provision of Information) You must provide us with all necessary and accurate information, documentation, specifications, site details, timelines, access instructions, permits and any other data that we reasonably request to enable proper planning, risk assessment, scheduling, and performance of the Services.

(c) (Notification of Relevant Events) You must inform us immediately in writing of any matter, event, condition, or incident which may affect the scope, performance, scheduling, safety, or delivery of the Services — including but not limited to changes in site layout, delays in other works or trades, event changes, access restrictions, or safety hazards. Failure to provide timely notification may result in additional charges and/or service delays for which we will not be liable.

(d) (Accuracy and Reliability) You warrant that all information, representations, and documentation you provide to us (whether directly or via your contractors or consultants) is accurate, complete, and not misleading or deceptive in any material respect. We will be entitled to rely on that information without further enquiry.

5.2 Access and Use of Facilities

(a) (Uninterrupted Access) You must provide us and our authorised personnel (including contractors, subcontractors and suppliers) with timely, unrestricted and uninterrupted access to all relevant premises, facilities, and working areas required for the provision of the Services, including reasonable access for vehicles, equipment, and waste infrastructure.

(b) (Utilities and Support Services) You must ensure the provision (at your sole cost) of adequate utilities and essential services required for us to perform the Services, including access to potable water, power, lighting, first aid, waste points, and ablutions if necessary. Where Services are provided after-hours or in remote locations, you may be required to provide additional site support or security as reasonably specified.

(c) (Site Conditions) You must ensure that all roadways, footpaths, grassed areas, driveways or other surfaces to be used by our vehicles, skips, or equipment are suitable for the intended purpose, and will not collapse, degrade, or cause damage to our property. We will not be liable for any damage to such surfaces unless caused by our gross negligence or willful misconduct. You accept full responsibility for any damage caused by inadequate site conditions or instructions.

(d) (Delays and Costs from Non-Access) If we are unable to gain access or safely perform the Services at the scheduled time due to your failure to comply with this clause, we may:

(i) charge a reasonable "failed access fee" or wasted trip charge to cover our costs and overhead, with such fee to be determined at our discretion;

(ii) reschedule the Services to a later date (subject to our availability); and/or

(iii) suspend all or part of the Services until the required access or facilities are provided.

(iv) Any such charges or rescheduling will not constitute a breach of contract by us, and you remain liable for all agreed Fees.

Client Conduct and Third Parties

5.3 You must use reasonable commercial efforts to ensure that your personnel, contractors, volunteers, invitees, or event attendees:

(a) do not obstruct, delay, interfere with, or otherwise hinder our provision of the Services;

(b) do not tamper with, misuse, or cause damage to our tools, bins, equipment, signage, or vehicles; and

(c) follow all reasonable instructions issued by our on-site personnel for the safety and efficient delivery of the Services.

If any such behaviour results in damage, delay, or loss, you will be liable for any associated costs, and we may suspend the Services until the issue is resolved to our satisfaction.

Provision and Ownership of Equipment

5.4 Unless otherwise agreed in writing, all plant, equipment, tools, consumables, vehicles, materials, and waste infrastructure that we supply, deliver, or install for the purpose of performing the Services:

(a) remain our sole and exclusive property at all times;

(b) must not be moved, modified, concealed, accessed, or operated by any person other than our authorised personnel, unless expressly approved in writing; and

(c) must be kept in good condition and protected from vandalism, fire, theft, or damage while on your site or under your control.

You accept full responsibility for any loss or damage to our property arising from any cause whatsoever (including but not limited to negligence, misuse, or failure to reasonably secure the items) while in your custody or control, except to the extent directly caused by our gross negligence. We reserve the right to charge for any repairs, replacements, or equipment retrieval fees resulting from such damage or misuse.

Permits and Authorisations

5.5 Unless expressly stated otherwise in the Quote or these Terms, you are solely responsible for obtaining all permits, licences, consents, and approvals (including council, environmental, venue, or event approvals) necessary to allow us to perform the Services lawfully and safely at your site. You must provide us with copies of such permits upon request. Failure to obtain or maintain such approvals may result in cancellation or suspension of the Services and liability for related fees or losses.

6. GST

6.1 Unless otherwise stated, any term used in this Agreement which is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) has the same meaning in this Agreement as in that Act, and all amounts stated in this Agreement are exclusive of GST unless expressly stated otherwise.

6.2 Any amount relevant in determining a payment to be made by a party is exclusive of any GST unless indicated otherwise.

6.3 If GST is imposed on a supply, the consideration provided for that supply must be paid in addition to the relevant GST rate. GST is payable at the same time as the consideration to which it relates.

6.4 If one of the parties is entitled to be reimbursed for an expense or outgoing, the amount of the reimbursement will be net of any Input Tax Credit which may be claimed by the party being reimbursed in relation to that expense or outgoing.

7. Waste

7.1 If required by Law, we will act as your agent for waste collection, transportation, and disposal. You agree to facilitate our compliance with environmental laws by completing necessary forms and declarations. We rely on the information provided by you and the waste generators of the waste you provide to us to determine our pricing, waste classification and acceptability under these terms.

7.2 You warrant to us that the waste materials to be collected and/or disposed of by us: (a) corresponds to the Waste Type and/or description set out in the Quote; (b) is accurately described and classified; (c) complies with all applicable laws, transport regulations and guidelines including the Australian Dangerous Goods Code; and (d), excludes highly flammable, explosive, biochemical, asbestos or other substances which we have specified to you in writing. You indemnify us against any loss, damage, or liability arising from a breach of these warranties.

7.3 Title to all waste material in your possession and control which is collected and/or disposed of by us will vest with us from the earliest of when loaded into our vehicles and when delivered to our site. Title to and liability for waste materials excluded from or not compliant with this agreement will remain with you.

7.4 Any waste that does not comply with this clause may incur additional fees. We may refuse to handle, collect or remove the material at our discretion.

8. Service Equipment & Rental Equipment

Services Equipment

8.1 If we agree to supply you with Services Equipment (such as bins, compactors, receptacles, or other items used in the delivery of Services):

(a) You must:

(i) Ensure all waste, recycling and other materials are correctly deposited into the designated Services Equipment in accordance with any usage instructions provided by us;

(ii) Not overload or overfill the Services Equipment beyond its rated volume, height, or weight capacity;

(iii) Not use the Services Equipment for any prohibited waste, hazardous substances, or items otherwise restricted under applicable laws or this Agreement;

(iv) Ensure the Services Equipment is not tampered with, vandalised, modified, relocated or accessed by unauthorised personnel.

(b) Title to and all intellectual property rights in the Services Equipment remains with us at all times. You acquire no right, title, interest or license in the Services Equipment except for the limited right to use it in accordance with these Terms. You are responsible for any loss or damage (excluding fair wear and tear) while the equipment is at your site or in your control.

Rental Equipment

8.2 If we agree to supply you with Rental Equipment the following conditions apply:

(a) We may offer certain Rental Equipment on a trial basis at our sole discretion. During the trial period:

(i) The duration and commencement date will be determined by us;

(ii) You are not required to make payments in respect of the Rental Equipment;

(iii) All obligations set out in this clause (b) apply in full to any Rental Equipment supplied during a trial.

(b) (Care, Use and Restrictions)

(i) You must ensure the Rental Equipment is used only for its intended purpose, is stored under safe, weather-protected conditions and kept free of exposure to corrosive or hazardous substances;

(ii) You must not modify, tamper with, move, repair, service, relocate, or alter the Rental Equipment without our prior written consent;

(iii) You must promptly notify us of any malfunction, damage or theft;

(iv) You must allow our representatives to inspect, maintain, or collect the Rental Equipment upon reasonable notice;

(v) You must ensure the Rental Equipment is returned to us in the same condition (excluding fair wear and tear) at the end of the trial period or Term;

(vi) You agree that the Rental Equipment is not available for sale and you may not purchase it at the end of the Term.

(c) (Maintenance and Repairs) We are the sole provider of maintenance and repair services in respect of the Rental Equipment during the Term. If, in our reasonable opinion, the Rental Equipment has deteriorated beyond fair wear and tear, we may:

(i) Terminate these terms by giving you 14 days' written notice and collect the equipment; or

(ii) Negotiate revised terms including changes to the Services or Fees to reflect the condition of the equipment.

(d) (Insurance Requirements)

(i) Insure the equipment at your cost for its full replacement value with a reputable insurer;

(ii) Hold public liability insurance covering your use of the equipment with a minimum coverage of AUD $20,000,000;

(iii) Notify your insurer that the equipment is owned by us and ensure we are noted as an interested party on your policy;

(iv) Provide certificates of insurance to us upon request.

(e) If you fail to arrange adequate insurance, we may:

(i) Arrange the insurance on your behalf and charge you the cost; or

(ii) Terminate the Agreement and collect the equipment with 14 days' written notice, with all costs of collection to be borne by you.

(f) (Security Bond or Guarantee) We may require you to provide a security bond, an unconditional bank guarantee or a personal guarantee on terms satisfactory to us. In the event of any breach of these terms, we may apply the bond or call upon the guarantee upon giving you 7 days' written notice, specifying the nature of the breach and the amount to be claimed from the security. Any such claim shall be without prejudice to our other rights and remedies under this Agreement or at law.

(g) Indemnity: You indemnify us against any loss, damage, liability, cost or expense (including legal costs) arising from:

(i) Any damage (beyond fair wear and tear), destruction, theft, loss or misuse of the Rental Equipment while in your possession or control;

(ii) Any third-party claim relating to your use, storage, or handling of the Rental Equipment. This indemnity is reduced proportionally to the extent that we cause or contribute to such loss, damage or liability through our negligence, willful misconduct, or breach of these terms, as determined by a court of competent jurisdiction.

General Requirements for Services Equipment and Rental Equipment

8.3 We will deliver and collect all equipment to/from your site. You must:

(a) Allow us full and unobstructed access to the site for delivery, servicing and removal;

(b) Pay any costs related to affixing or detaching the equipment from any structures, groundworks or surfaces, unless otherwise agreed in writing.

8.4 (Title and Risk)

(a) Title to all equipment (Services and Rental) remains with us at all times;

(b) Risk in the equipment passes to you upon delivery and remains with you until we collect and inspect it on return. You are responsible for repair or replacement costs for any damage, except for fair wear and tear.

8.5 (Care and Use)

(a) You must keep all equipment clean, secure, and in good working condition;

(b) You must not remove, repurpose, or transfer the equipment to another location without our consent;

(c) You must report any fault, breakdown, or safety hazard associated with the equipment promptly to us in writing.

8.6 (Limits and Prohibited Activities)

(a) You must not exceed the maximum load, weight, height, or volume limits we specify for the equipment;

(b) You must not perform mechanical compaction, crush materials, or modify the contents of the equipment unless authorised in writing;

(c) Entry by any person into any bin, container, compactor or other Services or Rental Equipment is strictly prohibited.

9. Sale of Purchased Equipment and Products

9.1 If we agree to sell you equipment or products ("Purchased Equipment"):

(a) (Delivery)

(i) We will aim to deliver in-stock Purchased Equipment within 14 days of the date nominated in the Agreement Specifics or as otherwise agreed;

(ii) If out of stock, we will provide an estimated delivery timeline. Any delivery dates provided are estimates only;

(iii) You acknowledge we are not liable for delays outside our control;

(iv) Delivery frequency and method will be as specified in the Agreement Specifics or otherwise agreed;

(v) An Operator's Manual or safety instructions will be provided at the time of delivery where applicable.

(b) (Obligations)

(i) You must read, understand, and comply with the Operator's Manual or usage instructions;

(ii) You must ensure that all users of the Purchased Equipment are properly trained, supervised, and informed about its proper operation, risks and maintenance.

(c) (Title and Risk)

(i) Title to Purchased Equipment passes to you only once we receive full payment in cleared funds;

(ii) Risk of loss or damage to the Purchased Equipment passes to you upon delivery.

(d) (Second-hand Equipment)

If we sell you second-hand Equipment:

(i) It is sold strictly on an "as-is" basis, with no warranties as to performance, durability, quality or fitness for purpose;

(ii) You acknowledge that the item may lack manuals, parts, warranties or licences;

(iii) You have had a reasonable opportunity to inspect and test the item;

(iv) We make no representations or warranties and disclaim any liability to the fullest extent permitted by law, other than those non-excludable under the Australian Consumer Law;

(v) You release us from all claims arising from or relating to the condition, performance, or suitability of the second-hand item.

10. Work, Health and Safety (WHS)

Shared Legal Duties

10.1 Both parties acknowledge and agree that we have shared responsibilities under applicable Work Health and Safety (WHS) legislation, including (but not limited to) the Work Health and Safety Act 2011 (Cth) and any equivalent state-based laws, to ensure, so far as reasonably practicable, the health and safety of all persons involved in or affected by the Services.

10.2 We will take all reasonably practicable steps to ensure that our workers are trained, supervised, and provided with appropriate equipment, PPE and safe work procedures in accordance with WHS laws.

10.3 You, as the controller of the worksite or event venue (whether temporarily or permanently), must likewise ensure that the workplace and work environment you control are safe and suitable for the performance of the Services.

Client WHS Obligations

10.4 Without limiting your general obligations, you specifically agree to:

(a) ensure that all areas in which we are to perform the Services are in a clean, safe and fit-for-purpose condition, free from dangerous hazards, biological or chemical risks, or unsafe structural conditions;

(b) ensure that the workplace complies with applicable WHS legislation and regulations, including (where relevant) adequate lighting, ventilation, egress, traffic control, signage, emergency plans, and access to first aid;

(c) notify us in writing, prior to commencement of the Services, of any known risks, hazards, restrictions, or WHS incidents that have occurred or may occur in connection with the site or event;

(d) promptly report to us any new WHS hazards, near-misses, injuries, incidents or conditions that arise during the Term and may pose a risk to our workers, and take immediate corrective action to eliminate or control the risk;

(e) not require or instruct our personnel to carry out any activity that is unlawful, unsafe, or not within the agreed scope of Services.

Site Rules and WHS Documentation

10.5 If you have internal workplace policies or site-specific WHS requirements applicable to contractors or service providers (including but not limited to induction processes, conduct policies, site rules, emergency procedures, sexual harassment or discrimination protocols, or other safety requirements), then:

(a) you must provide us with copies of those policies or procedures in writing no less than 14 days prior to the commencement of Services if we request you to do so;

(b) we will take reasonable steps to ensure our personnel comply with those policies, to the extent they are lawful and consistent with our own WHS requirements.

10.6 You acknowledge that if you fail to provide such documentation, or provide it late or informally, we may proceed on the basis of our standard WHS protocols.

10.7 You acknowledge that we will conduct our own risk assessments in relation to the Services based on:

(a) information you provide about the site or event;

(b) documentation or instructions you supply; and

(c) observations made during our site visits or project briefings.

10.8 We will take reasonable care in preparing our Safe Work Method Statements (SWMS) or equivalent safety protocols, but we are entitled to rely on the completeness and accuracy of the information you provide.

10.9 To the extent permitted by law, we are not liable for any injury, loss, damage or regulatory breach that arises from misleading, inaccurate or incomplete WHS information you provide, your failure to disclose material risks, or your failure to comply with your WHS obligations under this agreement or at law.

Right to Suspend for Safety

10.10 If, at any time, we consider that the work environment is unsafe, unlawful, or otherwise poses a serious and immediate risk to the health or safety of our personnel, we may:

(a) immediately cease work and withdraw our personnel from the affected area;

(b) suspend part or all of the Services without penalty until the risk is addressed to our reasonable satisfaction; and

(c) charge reasonable stand-down or rescheduling fees where applicable, particularly where our crews or equipment were mobilised in good faith.

10.11 We will notify you promptly of the reason for such suspension and cooperate with you to resume Services as soon as it is safe to do so.

Indemnity for Safety Breaches

10.12 You indemnify us against any claims, damages, fines, penalties, losses, or injuries suffered by us or our personnel arising from your failure to provide a safe workplace or to comply with WHS legislation or your obligations under this clause, except to the extent caused or contributed to by our own negligence or breach of law. This indemnity is subject to any limitations imposed by the Civil Liability Act 2002 (NSW).

11. Confidentiality

11.1 Each Party agrees, during the term of this Agreement and for a period of 5 years after its termination or expiry, to:

(a) hold the other Party's Confidential Information in strict confidence;

(b) not use it for any purpose outside the scope of this Agreement;

(c) not disclose it to any third party without the prior written consent of the disclosing Party;

(d) limit access to the Confidential Information to those of its employees, contractors, and agents who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

11.2 Exceptions to confidentiality obligations include information that:

(a) is or becomes publicly known through no breach of this agreement or any other confidentiality obligation;

(b) is received from a third party who is lawfully in possession of such information and not in breach of any obligation of confidentiality;

(c) is independently developed without access to or use of the confidential information, as evidenced by written records; or

(d) must be disclosed to comply with professional obligations or regulatory requirements.

12. Intellectual Property

12.1 All intellectual property rights created or developed by us in connection with the Services, including any materials, documents, or deliverables, will remain our sole and exclusive property unless expressly agreed otherwise in writing. You are granted a non-exclusive, non-transferable licence to use such deliverables solely for the purposes for which they were supplied, and only upon full payment of all Fees.

13. Liability and remedies

Limitation of liability

13.1 To the maximum extent permitted by law, we expressly:

(a) disclaim all conditions, representations and warranties (whether express or implied, statutory or otherwise) in relation to the Services, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, except for those warranties, guarantees and rights that cannot be excluded under the Australian Consumer Law or the Competition and Consumer Act 2010 (Cth).

(b) limit our aggregate liability in respect of any and all Claims for any Losses that you and/or any of your Representatives may bring against us in respect of the Services to the following remedies (the choice of which is to be at our reasonable discretion):

(i) re-supply of the Services; or

(ii) payment of the costs of supply of the Services by a third party; or

even if we have been advised of the possibility of such Losses.

13.2 Notwithstanding any other provisions of this Contract, we are not liable to you for:

(a) any loss of profits, business interruption, loss of revenue, pure economic loss, loss of goodwill, loss of opportunity or expectation loss or loss of production; or

(b) any indirect or consequential losses, incidental special or exemplary damages, expenses, losses or liabilities,

which may be suffered or incurred by any person in connection with supply of the Services or otherwise in connection with the Engagement.

14. Indemnity

14.1 You indemnify us and our Representatives from and against any and all Claims, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) arising out of or in connection with:

• any breach by you of these terms;
• any negligent or unlawful act or omission by you;
• any claim by a third party arising from your use of the Services
• any personal injury, illness or death to any person or damage to any property or any other Loss of any kind whatsoever caused or contributed to by you.

15. Force majeure

15.1 We will not be liable for any damage, delay or failure in the performance of obligations under these terms where such damage, delay or failure is caused by circumstances that are beyond our reasonable control including but not limited to acts of God, war, pandemic, epidemic, government actions, industrial disputes, natural disasters, cyber-attacks, supply chain disruptions, extreme weather events, and civil unrest. We will be entitled to a reasonable extension of time for the performance of such obligations, provided we notify you promptly of the force majeure event and take reasonable steps to mitigate its impact.

16. Termination

Termination for breach

16.1 We may terminate this agreement immediately by written notice to you upon the occurrence of any of the following:

(a) if there is an Event of Default by you;

(b) if you fail to pay any fees within 14 days after the due date for payment.

16.2 If we commit any material breach of this agreement or persistent breaches that together constitute a material breach, you may (but are not obliged to) provide us with a notice of breach in writing detailing the specific nature of the breach and required remedy. If we fail to remedy the breach within 10 Business Days after the date of receipt of such notice, you may terminate this agreement with immediate effect upon providing us with a notice of termination in writing.

Termination with notice

16.3 You may, without limitation to your rights under clause 16.2, terminate this agreement at any time by giving at least 1 month's written notice to the Company and must pay all outstanding fees and charges within 14 days of the effective date of termination.

16.4 We may, without limitation to our rights under clause 16.1, terminate this agreement at any time by giving at least 1 month's written notice to you.

Effect of termination

16.5 In the event of any termination of this agreement in any circumstances and for any reason whatsoever:

(a) You remain liable to pay all Charges accrued up to and including the date of termination, whether or not invoiced prior to the date of termination;

(b) We will send a final invoice for the balance of any unbilled Charges accrued up to and including the date of termination, including any work in progress; and

(c) You must pay such invoice in accordance with clause 3 regardless of the reason for termination.

16.6 Ipso Facto Legislation

Subject to compliance with the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 (Cth) and the Corporations Act 2001 (Cth) (together, the "Ipso Facto Laws"), if an Insolvency Event occurs in respect of a party, then to the extent permitted by law:

(a) time is of the essence in respect of all obligations of that party under this agreement (whether falling due for performance before, upon or after the occurrence of that Insolvency Event); and

(b) any breach of this agreement by that party (whether occurring before, upon or after the occurrence of that Insolvency Event) that materially and adversely affects the rights or interests of the other party will (alone or, severally, in combination with the occurrence of that Insolvency Event) be deemed to be a material breach of this agreement,

and, if any such material breach has occurred or occurs, the parties acknowledge and agree that such provision will instead be enforceable by virtue of the occurrence of that material breach.

16.7 Accrued Rights

Termination of this agreement will not affect any rights or liabilities that the parties have accrued under it prior to such termination.

16.8 Survival

The obligations of the parties under clause 11.1 (Confidentiality) and clause 16 (Termination) will survive the termination of these Terms.

17. Notices

17.1 A notice given to a party under this agreement must be:

(a) in writing in English;

(b) sent to the party's address or email address specified in this agreement (or such other address or email address as that party may notify to the other party in writing from time to time); and

(c) delivered/sent either:

(i) personally;

(ii) by commercial courier;

(iii) by pre-paid post; or

(iv) by e-mail.

17.2 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) if delivered by commercial courier, at the time of signature of the courier's receipt;

(c) if sent by pre-paid post, 48 hours from the date of posting;

(d) if sent by e-mail, at the time of sending (as recorded on the sender's e-mail server), provided that: (a) if sent outside business hours, notice will be deemed given at 9:00 am the next Business Day; and (b) the notice will be deemed not given if the sender receives any delivery failure notification or non-delivery notice within 4 hours after sending.

17.3 To prove service, it is sufficient to prove that:

(a) in the case of post – that the envelope containing the notice was properly addressed and posted; and

(b) in the case of email – the email was transmitted to the party's email server or internet service provider.

18. General

Nature of relationship

18.1 Nothing in these Terms constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.

Further assurances

18.2 You must (at your own expense, unless otherwise provided in these Terms) execute and deliver all documents, and do all things, that are reasonably required by us to give full effect to these Terms, provided that such requirements are: (a) not unduly burdensome; (b) within the contemplated scope of the agreement; (c) do not require material additional cost or resource commitment; and (d) are communicated in writing with at least 14 days' notice, unless urgent action is reasonably required to comply with applicable laws or prevent material harm.

Third parties

18.3 These Terms are made for the benefit of you and us and our respective successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone else.

Costs

18.4 All costs and expenses in connection with the negotiation, preparation and execution of these Terms, and any other agreements or documents entered into or signed pursuant to these Terms, will be borne by the party that incurred the costs.

Entire agreement

18.5 These Terms, together with any quote accepted by you ("Quote"), contain the entire understanding between us in relation to their subject matter and supersede any previous arrangement, understanding or agreement, except for any continuing obligations under any confidentiality or non-disclosure agreements previously executed between the parties. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to these Terms other than those expressly stated in them or necessarily implied by statute. By accepting a Quote, you agree to be bound by these Terms.

Severability

18.6 If a provision of these Terms is invalid or unenforceable in a jurisdiction:

(a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

No waiver

18.7 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under these Terms will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under these Terms.

Amendment

18.8 We may update these Terms from time to time by posting the updated version on our website and providing you with written notice at least 30 days prior to the changes taking effect. Any such changes will only apply to future services contracted after the effective date of the changes.

18.9 We may amend these Terms only in respect of future services not yet contracted by a signed Quote. Existing contracts based on accepted Quotes will continue to be governed by the version of the Terms in effect at the time of acceptance.

Assignment

18.10 You must not assign, transfer, create any charge, trust or other interest in, or otherwise deal in any other way with, any of your rights under these Terms without our prior written consent (such consent not to be unreasonably withheld). We may assign our rights under these Terms to any third party at any time upon written notice to you. Any purported assignment or transfer by you in breach of this clause will be void and of no effect.

19. Governing law and jurisdiction

19.1 These Terms and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of New South Wales.

19.2 Any dispute, controversy or claim arising out of, relating to or in connection with this agreement, including any question regarding its existence, validity or termination, shall first be subject to mediation under the Resolution Institute Mediation Rules. The mediation shall take place in Sydney, New South Wales within 30 days of either party serving written notice requesting mediation. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

19.3 If the dispute is not resolved within 30 days after commencement of mediation, or such longer period as the parties may agree in writing, either party may commence legal proceedings in the courts of New South Wales.

19.4 The courts of New South Wales shall have exclusive jurisdiction to settle the dispute.

20. Definitions and interpretation

Definitions

20.1 The following definitions apply in this agreement unless the context requires otherwise:

Business Day means a weekday (other than a public holiday) in Sydney, New South Wales.

Charges means Fees and Expenses.

Confidential Information means all non-public information relating to a party or its customer, clients, suppliers, distributors or joint venture partners, and/or the business or financial affairs of any of them, whether marked as confidential or not, including:

(a) any information that is specifically designated by any of them as confidential;

(b) any information which, by its nature, may reasonably be regarded as confidential;

(c) any information relating to any:

(i) agreements, arrangements or terms of trade with any existing or prospective customers, clients, suppliers, distributors or joint venture partners or other contractual counterparties;

(ii) customers, clients, suppliers, distributors, joint venture partners, employees, technologies, products, services, proposals, market opportunities, business or product development plans, pricing, financial position or performance, capabilities, capacities, operations or processes; or

(iii) Intellectual Property Rights,

of any of them; and

(d) any note, calculation, conclusion, summary or other material derived or produced partly or wholly from any such information.

Corporations Act means the Corporations Act 2001 (Cth).

Deadline Date means, in respect of provision of Services, the dates and times specified in the Quote.

Event of Default means any of the following events or circumstances in relation to the Client:

(a) committing any material or persistent breach of this agreement;

(b) demonstrating by words or conduct a clear intention not to be bound by or to fulfill material obligations under this agreement;

(c) misleading the Company in any material way; and/or

(d) an Insolvency Event occurring in respect of the Client.

Expenses mean the expenses of the Company for which the Company is entitled to be reimbursed by the Client pursuant to clause 2.6.

Fees has the meaning given in clause 2.1.

Governmental Agency means any government or governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Insolvency Event means, in respect of a party:

(a) where, a resolution is passed or court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law;

(b) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or

(c) the party is otherwise unable to pay its debts as and when they fall due, as evidenced by a written admission of insolvency or failure to pay undisputed debts within 30 days of their due date.

Personal Information has the meaning given in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth) and includes any regulations, binding guidelines, and determinations made under it, as amended from time to time.

Purchased Equipment means the equipment described in the Agreement Specifics purchased by you under this Agreement.

Quote means the written proposal, quotation, schedule or scope of work issued by Clean Vibes (whether titled "Quote", "Proposal", "Service Agreement", "Scope", or similar) that outlines the specific Services to be provided, pricing or fees, applicable terms (including service frequency, locations, deliverables, and any other relevant details) and any other commercial conditions. The Quote may also include special conditions or variations that apply in addition to, or in place of, certain provisions of these Terms and Conditions.

Rental Equipment means the equipment described in the Agreement Specifics that we rent to you (including on a trial basis if applicable) and any other equipment we rent to you under this Agreement.

Representatives means, in respect of a person, the employees, officers, directors, consultants, contractors, agents, professional advisers and related bodies corporate (as defined in the Corporations Act 2001 (Cth)) of that person.

Services means the services that the Company has agreed to provide to the Client under the terms of this agreement, as more particularly described in the Quote, including any agreed variations thereto in writing.

Service Equipment means equipment such as bins, tanks, containers and/or balers specified in the Agreement Specifics that is our property and is provided to your Premises in conjunction with the Services or such other plant or equipment (including any additional or replacement equipment) supplied by us but does not include any Purchased Equipment or Rental Equipment.

Start Date means the date of this agreement or such other date as the parties may agree in writing.

Waste Type means:

(a) Recyclable Waste – waste we say may be beneficially reused or recycled.

(b) General Waste (putrescible & non putrescible) – pre-classified solid wastes including waste that does not undergo environmentally significant physical, chemical or biological transformations once landfilled and which does not include the following waste types (c) to (f).

(c) Medical/Sanitary Waste – waste (excluding radioactive waste) produced by a hospital, clinic, medical, or related practice, or waste collected from designated sanitary hygiene units. This category specifically excludes waste types described in sections (d) through (f) below.

(d) Prescribed or Other Waste – any waste which does not fit within paragraphs (a) to (c), or any waste which requires special treatment or handling as specifically prescribed in the Quote.

(e) Liquid Waste – liquid or semi-liquid wastes which do not include waste types described in paragraphs (a) to (d).

(f) Non-pre-classified solid waste, including but not limited to: (i) contaminated soils (whether general, restricted, or hazardous); and (ii) special waste requiring waste classification reports, laboratory analysis, and specialized pre-approval bookings in accordance with applicable Environmental Protection Authority requirements.

Interpretation

20.2 The following rules of interpretation apply in these terms unless the context requires otherwise:

(a) headings in these terms are for convenience only and do not affect its interpretation or construction;

(b) no rule of construction applies to the disadvantage of a party because these terms are prepared by (or on behalf of) that party;

(c) where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;

(d) a reference to a document (including these terms) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;

(e) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;

(f) an expression importing a natural person includes any individual, corporation or other body corporate, partnership, trust or association and any Governmental Agency and that person's personal representatives, successors, permitted assigns, substitutes, executors and administrators;

(g) a reference to writing includes any communication sent by post or email from an authorized business email address (but excluding SMS, social media messages, instant messaging, or other informal electronic communications);

(h) a reference to time refers to Australian Eastern Time (Sydney, New South Wales); provided that time shall only be of the essence in respect of payment obligations and Deadline Dates;

(i) all monetary amounts are in Australian currency;

(j) a reference to a "liability" includes a present, prospective, future or contingent liability, whether actual or potential, and whether liquidated or unliquidated;

(k) the word "month" means calendar month and the word "year" means 12 calendar months;

(l) the meaning of general words is not limited by specific examples introduced by "include", "includes", "including", "for example", "in particular", "such as" or similar expressions, unless expressly stated otherwise;

(m) a reference to a "party" is a reference to a party to this agreement and a reference to a "third party" is a reference to a person that is not a party to this agreement;

(n) a reference to any thing is a reference to the whole and each part of it;

(o) a reference to a group of persons is a reference to all of them collectively and to each of them individually;

(p) words in the singular include the plural and vice versa; and

(q) a reference to one gender includes a reference to the other genders.