Trade Services Contract

1. Definitions

1.1. Contractor shall mean the contractor specified in the relevant Purchase Order.

1.2. Carlisle Homes shall mean Carlisle Homes Pty Ltd (ACN 106 263 209).

1.3. Confidential Information includes, but is not limited to, any information relating to the terms of this Trade Services Contract; and regarding Carlisle Homes’ business, customers, employees, finances, prices of products and services, technical data, designs, suppliers, products and operations.

1.4. Goods shall mean the materials and/or products delivered or to be delivered by the Contractor pursuant to this Trade Services Contract.

1.5. Intellectual Property Rights include, but are not limited to, ideas, patents, copyrights, know how, inventions, designs, trademarks (registered or unregistered) the right to have Confidential Information kept confidential and any application or right to apply for registration of such rights.

1.6. Party means a party to this Trade Services Contract and Parties means both Carlisle Homes and the Contractor.

1.7. Personnel means the Contractor’s employees, representatives, officers and/or agents, or any of them, who perform any work in relation to the Services. A reference to the Contractor includes its Personnel.

1.8. Purchase Order shall mean the Purchase Order issued by Carlisle Homes to the Contractor from time to time.

1.9. Price shall mean the Price specified in the Purchase Order. Unless expressly stated by Carlisle Homes to the contrary, the Price is inclusive of GST.

1.10. Privacy Act means the Privacy Act 1988 (Cth) and includes any determinations, guidelines and interpretative explanations issued from time to time by the Office of the Privacy Commissioner under that Act.

1.11. Privacy Law means the Privacy Act and any other requirement under Australian law or industry code relating to the handling of Personal Information.

1.12. Services shall mean the Goods and services supplied or to be supplied by the Contractor as set out in the relevant Purchase Order, variations and any other services not described in those documents if such services should reasonably have been anticipated by an experienced and competent contractor as being necessary for the carrying out of the Services.

1.13. Site shall mean various residential building sites in Victoria, as specified in the Purchase Order.

2. Appointment

2.1. Carlisle Homes appoints the Contractor, and the Contractor accepts the appointment, to provide the Services.

2.2.The Contractor is not obliged to accept a Purchase Order when received and may reject such Purchase Order by notice in writing to Carlisle Homes.

2.3. The delivery of Goods or commencement of Services by the Contractor shall be deemed acceptance of the conditions of this Trade Services Contract and the terms of the relevant Purchase Order.

2.4. The Contractor is an independent contractor. Nothing in this Trade Services Contract:
a.makes or shall be deemed to make the Contractor or any of the Personnel an employee of Carlisle Homes; and/or
b.constitutes a relationship of partnership or joint venture between the Parties.

2.5. Further, nothing in the dealings between the Parties in which any of the Personnel are involved gives rise to any legal relationship between the Personnel and Carlisle Homes.

2.6.S ubject to the terms of this Trade Services Contract, the parties acknowledge that the Contractor is solely responsible for controlling the manner in which the Contractor provides the Services.

2.7. Except as provided in this clause, the Contractor may provide services to other parties. However:
a. provision of any services by the Contractor to other parties must not interfere with or prevent the provision of the Services to Carlisle Homes; and
b. the Contractor must ensure that the Contractor is able to provide the Services to Carlisle Homes during the term of this Trade Services Contract at any times mutually agreed or as reasonably required by Carlisle Homes.

2.8. The Contractor will provide the Services within the time frames and to the standard specified by Carlisle Homes.

2.9. During the term of this Trade Services Contract, the Contractor and the Personnel must not have an actual, potential or perceived interest which conflicts with Carlisle Homes’ interests; or compete with Carlisle Homes.

3. Payment Terms

3.1. The Contractor shall submit invoices to Carlisle Homes, which must not exceed the Price.

3.2. Each invoice shall be in writing and include:
a.A copy of the relevant Purchase Order;
b.a detailed breakdown of the value of the Services completed;
c.a detailed breakdown of any agreed variations;
d.a detailed breakdown of Goods provided, if any;
e.any other information reasonably required by Carlisle Homes.

3.3. The Contractor shall be paid within 28 days (or as otherwise agreed) of provision of a valid tax invoice and any further information reasonably required by Carlisle Homes.

3.4. Any payments made to the Contractor pursuant to this Trade Services Contract shall be on account only and shall not be evidence that Carlisle Homes has approved the Services or any part thereof.

3.5.The payments stipulated in this Clause 3 shall be the only payments the Contractor will receive from Carlisle Homes for all expenses and disbursements the Contractor incurs in providing the Services.

4. Title and Payment for Offsite Goods

4.1. The Contractor is not entitled to claim or receive payment for any off-site or unfixed plant and materials unless express written approval is received from Carlisle Homes.

4.2. Title to offsite goods shall pass to Carlisle Homes immediately upon payment and will remain vested in Carlisle Homes irrespective of any claim made under or in connection with the Trade Services Contract. The Contractor must make offsite goods owned by Carlisle Homes immediately available for collection upon demand by Carlisle Homes. Carlisle Homes shall be entitled at any time, without notice and without creating liability of trespass or nuisance, enter upon any property upon which Carlisle Homes’ goods or any part are stored, to take possession of Carlisle Homes’ goods. Risk of loss or damage to offsite goods shall remain with the Contractor.

4.3.Progress claims for any offsite goods must be accompanied by a detailed breakdown of all amounts claimed.

4.4. All offsite goods the subject of a claim must be stored separately and securely at the Contractor’s premises and clearly marked with Carlisle Homes’ details. The Contractor will provide reasonable access to Carlisle Homes to inspect any offsite goods to ensure compliance with this clause and prior to making payment of a claim.

5. Set Off and Debt Due

 5.1. Carlisle Homes may, at any time and without prior notice, deduct from any moneys due to the Contractor, any amount Carlisle Homes may be entitled to receive whether under this Trade Services Contract or otherwise.

5.2. Carlisle Homes may demand payment at any time of any debt due from the Contractor to Carlisle Homes whether under the Trade Services Contract or otherwise and such debt shall be payable within 14 days of a written demand.

6. Directions and Performance

6.1. The Contractor must promptly comply with all directions of Carlisle Homes regarding the standard, performance, safety, coordination, means of access and/or timing of the Services.

6.2. The Contractor must promptly comply with applicable Carlisle Homes’ policies and procedures relevant to the provision of the Services, although those policies and procedures do not form part of this Trade Services Contract. Carlisle Homes may amend or withdraw its policies or create new policesfrom time to time as it see fit and notify the Contractor accordingly.

7. Equipment and Materials

7.1. The Contractor must provide all labour, supervision, plant and equipment necessary for the performance of the Services.

7.2. The Contractor must ensure that all plant supplied is maintained in a condition that is safe and without risks to any person.

8. Taxes and Duties

8.1. All taxes, fees and duties assessed against the Contractor, in connection with the Trade Services Contract by national or local authorities having jurisdiction over the Contractor at its place of business and at the place of execution of the Trade Contact shall be borne by the Contractor.

8.2. In respect of its employees and any persons deemed by law to be its employees or workers for statutory purposes (including any of the Personnel), the Contractor must comply with all relevant laws, including but not limited to:
a. PAYG withholding tax laws;
b. relevant council laws;
c. superannuation laws;
d. workers compensation laws;
e. pay-roll tax laws;
f. any applicable industrial award, agreement or legislation;
g. work health and safety laws; and
h. anti-discrimination and equal opportunity laws.

8.3. As between the Parties, the Contractor is responsible and liable for paying all applicable taxes and other levies, including (without limitation) any income tax, superannuation, payroll tax and workers' compensation premiums in respect of the Contractor.

8.4. If, and to the extent that, Carlisle Homes is required by law to make payments in respect of the Contractor or any of the Personnel, in connection with the following statutory purposes:
a.payroll tax;
b.superannuation guarantee contributions; and
c.workers’ compensation premiums, these payments must be deducted from the Price.

8.5.The Contractor indemnifies and must keep indemnified Carlisle Homes and its officers andemployees:
a.from and against all costs, losses or expenses, penalties, superannuation contributions or superannuation guarantee charges, and taxes that Carlisle Homes is required to pay (or considers it is appropriate to pay) as a result of or in connection with a finding or determination that this Trade Services Contract is an employment contract or that the Contractor or any of the Personnel is an employee, deemed employee or deemed worker of Carlisle Homes for any purpose; and
b.in respect of any amount of Tax or penalty which it may be deemed Carlisle Homes is or was required to withhold from the Services Fee or which is imposed on Carlisle Homes in respect of its failure to withhold.

8.6. All amounts payable in this Trade Services Contract have been calculated without reference to GST (as defined in the A New Tax System (Goods and Service Tax) Act 1999 (Cth)) as amended, varied or replaced from time to time (GST Act) and any subsequent or replacement tax (GST).

8.7. If the Contractor is or will be required to pay GST in respect of any supply (as defined in the GST Act) to Carlisle Homes under this Trade Services Contract:
a.then the prices in respect of those supplies will be increased by an amount equal to the amount of GST the Contractor is or will be required to pay (ignoring any input tax credits) on demand; and
b.the Contractor will provide a tax invoice to Carlisle Homes as required by law and details of the Contractor’s Australian Business Number (if any).

8.8. The Parties acknowledge that Carlisle Homes may be required by law to withhold amounts from the Price, for taxation purposes.

9. Insurance

9.1. Before commencing the Services, the Contractor shall effect and maintain at its own cost, all applicable insurances as required by law and to cover the Contractor’s
responsibilities and liabilities under the TradeServices Contract, including but not limited to:
a. Insurance required by law (including, without limitation, insurance under the Accident Compensation Act 1985 for an employer’s full liability under that act);
b. Public liability in respect of personal injury, death or property damage arising out of the Services in the sum of $20,000,000;
c. Loss or damage to Goods and Services supplied by the Contractor until the Services are delivered and completed in the sum of $10,000,000; and
d. Professional indemnity insurance with a total aggregate cover of not less than $10,000,000.

9.2. The terms of the insurances must be in the joint names of the Contractor and Carlisle Homes and on terms approved by Carlisle Homes. Evidence of the insurances shall be provided to Carlisle Homes upon request.

9.3. Where appropriate, the insurance policy must have a waiver of subrogation clause, a cross liabilities clause and a settlement of claims on the basis of reinstatement or new replacement value clause.

10. Subcontracting

10.1. The Contractor may subcontract the provision of the Services (or any part of the Services) with the prior written approval of Carlisle Homes.

10.2. In respect of a subcontractor approved in writing by Carlisle Homes, the Contractor must ensure that:
a. the subcontract facilitates compliance by the Contractor with the Contractor’s obligations under this Trade Services Contract;
b. the subcontract will not conflict with or detract from the rights and entitlements of Carlisle Homes under this Trade Services Contract;
c. the subcontractor has the necessary relevant expertise and the appropriate types and amounts of insurance to perform the work in relation to the Services;
d. the subcontract contains all the relevant terms of this Trade Services Contract including, but not limited to, those relating to subcontracting, health and safety, induction, confidentiality, intellectual property, and termination;
e. the subcontractor is prohibited from further subcontracting the Services without prior written approval of Carlisle Homes.

10.3. If requested, the Contractor will promptly provide a copy of the subcontract to Carlisle Homes.

11. Inspection, Testing and Acceptance

11.1. Carlisle Homes has the right to inspect, examine and test all or part of the Services at any stage of engineering, manufacturing, installation or supply. Such inspection, examination or testing does not relieve the Contractor of its liability for any of its obligations under these Conditions, nor will it affect Carlisle Homes’ right to subsequently reject the Services.

11.2. At any time after delivery performance of the Services, Carlisle Homes may carry out any reasonable acceptance tests on the Services (in whole or part). Upon satisfactory completion of the acceptance tests, the Services shall be deemed to be accepted. If any of the Services fail any acceptance test the Contractor must, at its cost, immediately remedy any defect, fault or problem and may be required to assist Carlisle Homes with testing (and re-testing) as and when requested and in accordance with the Contractor warranty.

11.3. Without prejudice to any other rights or remedies it may have, Carlisle Homes reserves the right to reject the whole or any part of the Services if the Services do not conform with the description in the Trade Services Contract.

11.4. Any rejected Goods may be returned, at the Contractor’s cost, and Carlisle Homes shall be immediately repaid or credited the cost of the rejected Goods. Goods rejected but held by Carlisle Homes will be at the Contractor’s risk.

11.5. The Contractor must at its own cost, ensure that all Goods are suitably packed to minimize the risk of loss or damage during transportation and, if specified in the Trade Services Contract, the Goods shall be packed, marked and transported as specified. The Contractor is liable for loss or damage to Goods in transit to the Site and for any difference in freight or charges arising from its failure to follow any transportation instructions in the Trade Services Contract.

12. Site and Safety

12.1. The Contractor shall be responsible for the safety of all persons engaged pursuant to the Trade Services Contract and all persons who may be affected by activities of the Contractor and shall comply with all safety procedures, induction requirements and directions as issued by Carlisle Homes.

12.2. The Contractor has been provided with a copy of Carlisle Homes’ Residential Construction Induction Booklet and the obligations and responsibilities of the Contractor detailed therein form part of this Trade Contract.

12.3. It is the Contractor’s responsibility to ensure that all of its Personnel and subcontractors are provided with a copy of Carlisle Homes’ Residential Construction Induction Booklet and that those representatives comply with its requirements.

12.4. Carlisle Homes may order the Contractor or its employees and contractors from the Site should a situation be encountered, where in the opinion of Carlisle Homes, a breach of any statutory or contractual safety requirements may occur, until the breach is remedied. Any such breach must be remedied by the Contractor within a reasonably practicable time. If the Contractor does not comply with this provision then Carlisle Homes may terminate the Trade Services Contract.

12.5. The Contractor is responsible for the protection of the Site (including the protection of air, water and soil) as a result of its provision of the Services to the Site and must comply with the environmental protection legislation applicable in Victoria.

13. Protection Works

13.1. The Contractor must take all measures necessary to protect the existing building works and property on or adjacent to the Site.

13.2. If the Contractor damages such property, Carlisle Homes may, in its sole discretion:
a.Require the Contractor to rectify the damage within a time specified by Carlisle Homes; or
b.Take steps to rectify the damage including arranging for rectification work to be carried out by third parties, in which case the Contractor indemnifies Carlisle Homes on demand for the costs and expenses of doing so.

13.3. The Contractor is responsible for ensuring all deliveries and access to the Site is via the concrete crossovers only, where used.

14. Site Cleaning

14.1. The Contractor shall ensure that the Site is kept clean and tidy and the Contractor shall ensure all rubbish is placed in the site bin provided and shall remove rubbish and surplus material regularly and as directed by Carlisle Homes.

14.2. The Contractor shall ensure that the Site and means of access to and egress from the Site are at all times safe and without risks to health and safety.

15. Variations

15.1. The Contractor must not vary the scope or extent, nature or character of the Services in any way unless expressly authorised in writing by Carlisle Homes.

15.2. Carlisle Homes may direct the Contractor to vary the scope of the Services and the Contractor must comply with any such direction.

15.3. In the event of a variation, the Price shall be reasonably priced by the Contractor and submitted to Carlisle Homes on an open book basis for approval prior to carrying out the Services.

15.4. The Contractor shall promptly notify Carlisle Homes in the event that any Services the subject of the Trade Services Contract are affected by changes in drawings, specifications or design, but the Contractor shall not without prior written consent of Carlisle Homes incorporate any such changes in the order.

15.5. The Trade Services Contract Price is not subject to any cost adjustment for rise and fall for any reason, including in relation to site allowances, industrial awards or agreements, superannuation payments, fluctuations in exchange rates or changes to the cost of labour and materials.

16. Warranties

16.1. The Contractor warrants that all Goods and Services supplied will, to the satisfaction of Carlisle Homes:
a. be free from encumbrances and free from any security interest under the Personal Property Securities Act 2009 (Cth);
b. be of acceptable quality and fit for the express or implied purpose for which they are supplied;
c. be free from defects, errors or omissions in design, material and workmanship;
d. comply with all quality requirements notified by Carlisle Homes;
e. comply with all statutory and regulatory requirements, applicable industry standards including the Building Code of Australia;
f. be in accordance with the plans, specifications and requirements for the Site;
g. be carried out in a proper and workmanlike manner and with reasonable care and skill;
h. be carried out promptly and in accordance with the timeframes agreed in Schedule 1;
i. use materials good and suitable for the purpose for which they are used;
j. where supplied by reference to a sample, correspond to that sample;
k. be in accordance with industry best practice, meaning that degree of skill, care prudence and foresight which would reasonably and ordinarily be expected of a skilled and experienced contractor performing the same type of Services as the Contractor under the same or similar circumstances;
l. where used by any person, not infringe the intellectual property rights of any third party; and
m. be carried out in accordance with the Trade Services documents and Purchase Order documents.

16.2. The Contractor warrants to Carlisle Homes that the Contractor and each of its Personnel have the knowledge, skills, experience, expertise, resources and capacity to provide, and will provide, the Services under this Trade Services Contract competently, diligently, safely and in accordance with any professional standards reasonably applicable to the Services. The Contractor warrants that the Contractor provides the level of supervision necessary to enable any of the Personnel to undertake their job safely.

16.3. If the Contractor is required to hold any licence, authorisation, permit or qualification (including a labour hire licence under any applicable labour hire licensing laws or under the Occupational Health and Safety Act 2004 and associated Regulations) (Licence) in order to provide the Services lawfully, the Contractor warrants to Carlisle Homes that the Contractor holds that Licence on the date of this Trade Services Contract and will keep that Licence current during the term of this Trade Services Contract. If the Licence is cancelled, suspended, withdrawn or lapses during the term of this Trade Services Contract, or if there is a risk of this occurring, the Contractor must immediately notify Carlisle Homes.

16.4. Carlisle Homes may request that the Contractor provide Licenses, information, certificates, documents and reports confirming that the Contractor is complying with its obligations under this Trade Services Contract. The Contractor must provide such information upon request at the Contractor’s cost.

16.5. The Contractor will comply with all applicable laws, statutes and regulation governing the provision of Goods and/or Services including but not limited to the Occupational Health and Safety Act 2004 and all associated Occupational or Work Health and Safety Regulations, Codes of Practice and applicable Federal and State legislation. The Contractor will further comply with all health and safety rules and regulations in force on the Site and all reasonable safety-related instructions given by Carlisle Homes in relation to ensuring the safety of the Contractor’s employees and any other persons for whom the Contractor is deemed responsible, hazard management, information for employees, training and supervision of employees, and any other statutory or regulatory safety obligations.

16.6. Any warranties in this Clause 16 are deemed to be given continually during the term of the Trade Services Contract.

17. Breach

17.1. If Carlisle Homes considers that there has been a breach of any provision of this Trade Services Contract, Carlisle Homes may, in its sole discretion:
a. issue a written direction to the Contractor, requiring the breach to be remedied within a time specified by Carlisle Homes; or
b. take steps to remedy the breach, in which case the Contractor indemnifies Carlisle Homes on demand for the costs and expenses of doing so.

17.2. If the Contractor fails to comply with the any direction issued by Carlisle Homes pursuant to clause 17.1, Carlisle Homes may take steps to remedy the breach including arranging for rectification work to be carried out by third parties in which case the Contractor indemnifies Carlisle Homes for the costs and expenses of doing so.

17.3. The Contractor shall carry out rectification at times and in a manner causing as little inconvenience to the occupants or users of the Services as is reasonably possible.

18. Dispute Resolution

18.1. The Contractor shall not bring any legal proceedings with respect to any dispute arising under or in connection with the Trade Services Contract and these Conditions (Dispute), until it has first referred the dispute in writing to Carlisle Homes’ Director for review and resolution. If the Dispute is not resolved within 28 days from the date that the dispute is so referred by the Contractor, then the Contractor shall be entitled to commence litigation.

19. Termination

19.1. For Convenience:
Carlisle Homes may, and without affecting any accrued rights or remedies of Carlisle Homes, terminate the Trade Services Contract for any reason (in whole or in part) and shall reimburse the Contractor upon request for:
a. All reasonable costs necessarily incurred by the Contractor pursuant to the Trade Services Contract up until the date of termination; and
b. All reasonable, unavoidable costs incurred by the Contractor up until the date of termination as a result of the termination provided that the Contractor makes available to Carlisle Homes all or any books, records, facilities, work, material, inventories and other items relating to any claim by the Contractor pursuant to this clause 19.1(b) within 60 days of the date of termination;
c. If the Trade Services Contract is terminated in part by Carlisle Homes, then the Contractor must promptly deliver those remaining Goods and Services required to be delivered by the Contractor to Carlisle Homes.

19.2. Default:
a. In the event of any breach of any of the terms and conditions of the Trade Services Contract including failure to deliver by the due date, then Carlisle Homes without prejudice to any other rights, may terminate the Trade Services Contract and may return Goods previously supplied under the Trade Services Contract for full credit by the Contractor. In the event of termination due to non-delivery or non-acceptance due to Contractor’s breach of the terms and conditions hereof, Contractor shall undertake to reimburse all monies paid by Carlisle Homes prior to the date of termination including all direct costs and expenses incurred by Carlisle Homes arising from or in connection with the termination.

19.3. For Liquidation or Reconstruction:
Carlisle Homes may terminate the Trade Services Contract with immediate effect:
a. if Contractor goes into liquidation, becomes bankrupt or has a winding up order made against it.
b. in the event of the ownership or control of Contractor being materially altered.

20. Notices

20.1. A party issuing a notice under this Trade Services Contract must do so in writing directed to the recipient’s address specified in the Purchase Order and may be:
a. hand delivered;
b. sent by prepaid ordinary mail; or
c. sent by email.

21. Confidentiality

21.1. The Contractor acknowledges that the Confidential Information is passed to and received by the Contractor in the strictest confidence.

21.2. The Contractor shall not, and shall ensure that its employees and contractors do not, at any time, disclose to any other person any Confidential Information disclosed to it except as expressly authorised by Carlisle Homes or as required by law.

22. Privacy

22.1. The Contractor must comply with all applicable Privacy Laws and Carlisle Homes’ Privacy Policy (as published at https://www.carlislehomes. com.au/privacy-policy/ and amended from time time) in the performance of its obligations under this Trade Services Contract.

22.2. In respect to any information received by the Contractor pursuant to this Trade Services Contract, the Contractor will:
a. comply with all applicable Privacy Laws;
b. comply with Carlisle Homes’ Privacy Policy (as published at carlislehomes. com.au/privacy-policy/ and amended from time time);
c. only collect, access, use, store, disclose or otherwise handle Personal Information (as defined in the Privacy Act) only as necessary for the sole purpose of fulfilling its obligations pursuant to this Trade Services Contract and in accordance with Carlisle Homes’ Privacy Policy;
d. protect any Personal Information from misuse, interference and loss and from unauthorised access, modification or disclosure;
e. promptly notify the Carlisle Homes in writing if it becomes aware of any breach or suspected breach of Personal information; and
f. not disclose Personal information except:
g. to its Personnel to the extent necessary for fulfilling the Contractor’s obligations under this Agreement;
h. as required by law, subject to the Contractor giving notice to Carlisle Homes promptly when it becomes aware that such disclosure may be required; or
i. with the express prior written consent of Carlisle Homes.

22.3. Unless the Trade Services Contract otherwise provides, the obligations in this clause 22
survive the termination of the Trade Services Contract, including termination for breach by either party and termination by expiry.

23. Intellectual Property

23.1. Carlisle Homes grants or will procure for the Contractor a non-exclusive licence to use Carlisle Homes’ pre-existing Intellectual Property Rights, as reasonably necessary solely to give effect to this Trade Services Contract, strictly in relation to the provision of the Services by the Contractor.

23.2. Carlisle Homes owns all rights in any intellectual property developed by the Contractor using Carlisle Homes’ resources, or which relate to or are used in Carlisle Homes’ business, or which is otherwise used in the provision of Services.

23.3. The Contractor must not, at any time, use the name Carlisle Homes, Carlisle Homes’ branding or Carlisle Homes’ plans without the prior written consent of Carlisle Homes, which consent can be withheld or withdrawn by Carlisle Homes in its absolute discretion.

23.4. The operation of this clause 23 survives termination of the Trade Services Contract, including termination for breach by either party and termination by expiry.

24. Patent Indemnity

24.1. The Contractor shall protect, indemnify and hold harmless Carlisle Homes and its personnel, against any and all liability, loss or expense by reason of any claim, action or litigation in respect of any patent copyright or trademark, foreign or domestic, resultant from the use or resale of Goods.

25. Indemnity

25.1. The Contractor unconditionally and irrevocably indemnifies Carlisle Homes, its officers, employees and agents from and against:
a. All actions, claims, demands, damages, losses, costs, injury and expenses which may be brought or made against or suffered or incurred by Carlisle Homes in respect of or by reason of or arising out of any act, omission, negligence or breach of the Trade Services Contract or these Conditions by the Contractor, its officers, employees or agents and the Personnel; and
b. All damages, loss, costs and expenses arising out of the presence of the Contractor’s officers, employees, agents upon and the Personnel or about the Site and against all liability for their injury or death whilst carrying out their duties for the Contractor and for all loss or damage to their personal effects.

26. Successor and Assignees

26.1. The Contractor must not assign any of its rights under the Trade Services Contract and the Conditions unless it first obtains the prior written consent of Carlisle Homes, which consent can be withheld by Carlisle Homes in its absolute discretion. Carlisle Homes may assign any of its rights under the Trade Services Contract and the Conditions.

27. Force Majeure

27.1. Neither party shall be liable for any failure to fulfil any term of the Trade Services Contract if fulfilment has been delayed interfered with or prevented by force majeure. Force majeure may only be involved if the event preventing the fulfilment is due to no fault of the obligor, is not for his risk and has occurred since the obligation came into being.

28. Entire Aggreement

28.1. The Contract constitutes the entire understanding between Carlisle Homes and the Contractor in relation to the subject matter of this Contract and supersedes any other agreement or arrangement between the parties in respect of the Services (whether oral or written).

29. Authority

29.1. Each party represents and warrants to the other party that it has full power and authority to enter the Trade Services Contract and the obligations undertaken by it and set out in the Trade Services Contract are enforceable against it in accordance with the terms of the Trade Services Contract.

30. Discrepancies

30.1. Should either party discover a discrepancy, ambiguity or error in any documents issued pursuant to the Trade Services Contract it will immediately give notice in writing to the other party. Carlisle Homes will issue instructions in respect to the interpretation of the documents and the Contractor will comply with those instructions. The Contractor is not entitled to make any claim in respect to the instructions given by Carlisle Homes or the discrepancy,ambiguity or error.

31. Industrial Relations

31.1. The Contractor acknowledges and agrees that the Price includes full allowance to compensate the Contractor for all risks arising from or associated with industrial relations at the Site including demarcation disputes, increases in labour costs and site allowances, any reduction in working hours per week, compliance with Carlisle Homes’ instructions, demonstrations or labour disputation, special allowances or compensation or any reduction in labour or hours worked on the Services.

31.2. The Contractor indemnifies Carlisle Homes from and against any loss, expense or damage incurred by Carlisle Homes as a result of or arising from industrial relations arising at the Site.

32. Severance

32.1. Any invalid, illegal or unenforceable provision of these Conditions shall be severed. That severance does not in any way prejudice or affect the validity, legality or enforceability of the remaining provisions which remain in full force and effect to the extent that they are substantially capable of performance in accordance with their terms.

33. Waiver

33.1. A waiver in whole or in part of any provision of these Conditions or any other provision of a Trade Services Contract is valid only if in writing and signed by the party giving the waiver. A waiver of any provision is not a continuing waiver unless so expressed and is not a waiver of any other provision.

34. Jurisdiction

34.1. The Trade Services Contract is shall be governed, construed and shall take effect in accordance with the laws of Victoria. The parties submit to the exclusive jurisdiction of the Courts of Victoria and Courts competent to hear appeals therefrom.

35. Modern Slavery

35.1. In this clause, Modern Slavery has the meaning given under the Modern Slavery Law, meaning the Modern Slavery Act 2018 (Cth) and any other equivalent laws of any relevant State or Territory.

35.2. In the performance of its obligations under this Trade Services Contract, the Contractor shall:
a. take all reasonable steps (including undertaking reasonable due diligence and implementing staff training programs) to ensure there is no Modern Slavery in the Contractor’s operations or supply chains; and
b. comply with any obligations of the Modern Slavery Law to which it is subject (including, if it is a reporting entity under Modern Slavery Law, any reporting obligations).

35.3. As at the date of this Trade Services Contract:
a. The Contractor is not aware of any Modern Slavery in its operations or supply chains; and
b. The Contractor has not been the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding an offence or alleged offence in connection with Modern Slavery.