Contractor Agreement

Oz Tools Pty Ltd (ACN 080 211 132) T/A Get Chauffeured of 1015/377 Kent Street, Sydney, New South Wales, 2000 “Company” AND “You” or “Contractor”.

You have been appointed as an independent contractor of the Company on the terms and conditions contained within this Contractor Agreement.

Contents

1. Purpose of this agreement
2. Engagement
3. Duration
4. Provision of services by the contractor
5. Fees
6. Your obligations
7. Relationship between parties
8. Conflict of interest
9. Confidentiality
10. Termination of agreement
11. Post-agreement restraints – non-solicit
12. Contractor’s Indemnity and liability
13. General

SCHEDULE 1.

OPERATIVE PROVISIONS

1. Purpose of this agreement

• The Company wishes to engage an independent contractor to provide chauffeur driven hire car transport services to the Company.
• You possess the necessary expertise to provide chauffeur driven hire car transport services.
• The Company wishes to appoint you, and you are willing to accept such appointment, as contractor for the Company on the terms and conditions set out in this agreement.

2. Engagement

The Company engages you to provide the Services described in Schedule 1 (Services) subject to the terms and conditions in this agreement.

3. Duration

This agreement will commence on 24th January 2023 and will continue until terminated in accordance with this agreement (Term).

4. Provision of services by the contractor

4.1. Services

• You will provide the Services to the Company in the manner set out in Schedule 1.
• If the Company requests in writing, you may provide services in addition to the Services. You may make an additional charge for providing such additional services.

4.2. Must perform Services personally

Unless agreed in writing by the Company, the Services must be performed by you personally.

4.3. Equipment

Where you provide or use your own equipment, the equipment must be suitable for the work and must be maintained by you in good working condition.

4.4. Supervisor and reporting

You will report to and perform the Services at the direction of Paca Thomas or such other person as notified by the Company.

5. Fees

5.1. Fees

The Company must pay the fees to you as set out in Schedule 1 (Fees) upon receipt of a tax invoice issued by you to the Company.

5.2 GST and invoicing

• For the purposes of this clause, GST means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law, where GST Law means the same as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• The Fees are inclusive of any GST.
• You must provide the Company with a tax invoice in accordance with the GST Law within 31 days after performance of each of the Services. The invoice must include the following details before payment can be approved and forwarded:
• date(s) of performance of the Services;
• the Company’s reservation confirmation number for all Services provided; and
• your ABN.

5.3. Payment

The Company must pay the Fees within 15 business days of receipt of a valid tax invoice from you.

5.4. Variation of Fees

• The Fees may be varied by agreement in writing between the Company and you.
• In the event of any waiting times or additional stops in the course of a prebooked reservation which does not form part of the reservation details, you must notify the Company of the additional works within 24 hours of completion of the reservation.

5.5. Fees for Cancellation

Where a reservation is not completed in accordance with the reservation provided by the Company due to a fault or error by you, you shall reimburse the Company for the full or partial amount that would have been payable by the client to the Company if not for the error by you.

6. Your obligations

Performance of Services

• You must perform the Services in a diligent and professional manner according to any standards that normally apply to the provision of such services.
• You must act in good faith in all dealings with the Company and must not do anything that may be harmful to the reputation or interests of the Company.
• You must liaise with and report to the Company with respect to all aspects of the Services.

Booking Confirmations

•  You must confirm in writing any booking reservation provided to you by the Company within 24 hours of receipt of the booking reservation.
• All details contained in the booking reservation must be checked and confirmed prior to performance of the Services to ensure all requirements of the booking are met.
• If you are unable to complete a booking reservation after confirmation by you, you must notify the Company immediately and not less than:
  • 48 hours prior to the booking time for general hire bookings; or
  • 90 days prior to the booking time for special event bookings.

Standard of Services

• You are responsible for ensuring any vehicle used by you in the course of performing the Services is clean, tidy and meets all roadworthy standards as determined by an appropriately licensed or trained mechanic or automotive technician.
• You are responsible for ensuring your attendance to the pickup destination of a booking reservation at the allotted time and shall monitor any flight, ship or other travel times to ensure on-time arrival.
• In the event you are unable to attend to the reservation in a timely manner or at all, you must notify the Company immediately.
• You must ensure seat belts all passengers remain within the vehicle and are wearing seat belts during the course of performing the Services.
• You must ensure the vehicle is not loaded beyond the seating capacity at any time during the performance of the Services.
• You must ensure any Laws regarding the use of child seats are abided by during the course of the performance of the Services, as may be amended from time to time.

Obligations with clients

When dealing with clients during the course of performing the Services, you must:

• Assist the clients with opening and closing doors of the vehicle;
• Assist the clients with handling any luggage, including lifting the luggage from the sidewalk into the vehicle, and from the vehicle onto the sidewalk;
• Display any information or attention signs required for clients, such as airport signed, on an iPad, clear electronic device or pre-printed signs. Such signs must not contain handwriting;
• Contact clients upon arrival to the designated pick up destination;
• Not provide the clients with any business cards or contact details of the Contractor;
• Not discuss the cost of the client’s fare, including any changes to the fare resulting from an additional stop or wait times;
• Not discuss any future bookings with the client; and
• Direct any queries the client may have regarding their booking reservation or any future reservations to the Company.

Dress Standards

• You must ensure your attire meets the requirements of the Company, as directed by the Company from time to time.
• You must not have any visible company branding on clothing worn during the course of performing the Services.

Prohibited Substances

You must not allow for the following substances to be used in the vehicle during the course of the Services:

• Tobacco products;
• Alcoholic beverages by you or any persons under the age of 18 years; and/or
• Any illicit or illegal substances.

Car Hire Driver Authority and Registration

You must ensure that the vehicle used in the course of the Services is registered for use in the location of the Services (“Vehicle Registration”) and you hold a current hire car driver authority (“Authority”) at all times during the Term. In the event the Vehicle Registration or Authority is cancelled, suspended or in any way amended during the Term, you must immediately notify the Company.

Insurances

You must take out all insurances required to be effected by law including the insurances listed in Schedule 1. The insurances must be taken out in the name of the Contractor for the minimum amount set out in Schedule 1. Each policy must be maintained during the Term. If requested by the Company, you must provide the Company with a certificate of currency.

Expenses

You must provide the Services at your own cost and, unless specified in

Schedule 1, will not be reimbursed for any out of pocket expenses, including any traffic or parking fines or infringements incurred by you during the course of the performance of the Services.

Compliance with laws

• You must comply at your own cost and expense with all Acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority so far as these same may affect or apply to you or to the Services.
• You indemnify the Company from and against all actions, costs, charges, claims and demands in respect of any breach of part (a) of this clause.

Warranties

• You warrant that you have no authority to engage the services of any person as an employee or agent of the Company.
• Except with the prior written approval of the Company, you will not bind the Company to any contract, or create any liability against the Company in any way or for any purpose.

Survival of obligations
The obligations under clause 6 survive termination or expiry of this agreement.

7. Relationship between parties

The relationship between the Company and you is that of a principal and an independent contractor. Nothing in this agreement constitutes the relationship of partnership or employer and employee between the Company and you.

8. Conflict of interest

• You warrant that:
• you are not under any obligation or restriction which would in any way interfere with or conflict with you providing the Services under this agreement; and
• you will not assume any such obligation or restriction.
• You may, subject to sub-clause 8(c), engage in any other work and assignments during the Term provided that such other work or assignments do not involve a conflict with your duties and responsibilities to the Company and do not bring the Company into disrepute.
• You must not, without the prior written agreement of the Company, provide any services to or for any direct or indirect competitor of the Company during the Term.

9. Confidentiality

9.1. Confidential Information

Confidential Information includes, but is not limited to, any information that is:

• marked as confidential; or
• part of a booking confirmation, including personal details of the Company’s clients, including their names, contact details and payment details, emails, text messages or other correspondences with the client or the Company regarding a booking, and information regarding any driving routes, pick up and drop off locations; or
• is received or developed by you during the Term, which relates to processes, equipment and techniques used by the Company in the course of the Company’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans,

but does not include information which:

• is generally available in the public domain otherwise than as a result of a breach of this agreement by you;
• was known by you prior to the Company disclosing the information to you; or
• you are required by law to disclose.

9.2 Confidentiality obligations

• Unless you have previous written consent from the Company, you must:
• only use the Confidential Information for the purpose of performing the Services.
• not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality of the Confidential Information or may injure or cause loss to the Company.
• You must at all times store all Confidential Information safely and securely in electronic form only.
• All Confidential Information relating to a client’s details and booking confirmation must be deleted from all electronic devices of the Contractor after completion of the booking reservation.
• You must not include any Confidential Information relating to a client’s details on any invoices or other documentation distributed by you to the Company or otherwise.
• You must immediately notify the Company in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.
• Your obligations with regard to the Confidential Information will continue for so long as this information is maintained on a confidential basis:
• by the Company, in the case of Confidential Information pertaining to the Company’s business, or
• by the Company’s client, in the case of Confidential Information pertaining to the business of a Company’s client.

9.3 Indemnity and breach

• You indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of any breach of this clause by you.
• You acknowledge that damages may be an inadequate remedy for breach of this clause and that the Company may obtain injunctive relief against you for any breach of this clause.

9.4. Privacy

You will comply with all privacy obligations under any law or regulation.

9.5. Survival of obligations

The obligations accepted by you under this clause survive termination or expiry of this agreement.

10. Termination of agreement

10.1. Termination by notice

Either party may terminate this agreement by giving written notice to the other party at least 30 days in advance.

10.2 Termination for breach

• If a party breaches any term of this agreement, the other party may give notice requiring that party to rectify the breach. If the notified party fails to rectify the breach to the satisfaction of the notifying party within 5 business days of the notice, the notifying party may terminate this agreement by notice in writing.
• The Company may terminate this agreement at any time without notice if you engage in a serious or material breach of this agreement.
• The Company may terminate this agreement at any time by notice in writing to you if you:
• are guilty of any dishonesty, serious misconduct or serious neglect of duty in connection with the provision of the Services; or
• engage in any act or omission that in the reasonable opinion of the Company has or will likely have the effect of causing material damage to the Company.

10.3. Termination for insolvency

Either party may terminate this agreement if:

• the other party enters into a deed of arrangement or an order is made for it to be wound up;
• an administrator, receiver or receiver/manager or a liquidator is appointed to the other party pursuant to the Corporations Act 2001 (Cth) (Act); or
• the other party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act 2001 (Cth).

10.4 Obligations upon termination

If at the end of this agreement you are owed any Fees, expenses or reimbursements, you may give the Company an invoice. The Company must pay you that amount (provided it is properly invoiced) within 15 business days of receiving the invoice.

11. Post-agreement restraints – non-solicit

• You agree that you will not, without the written consent of the Company, during the period of:
  • 2 years after termination of your engagement with the Company, or if that period of time is deemed to be unenforceable,
  • 1 year after termination of your engagement with the Company, or if that period of time is deemed to be unenforceable,
  • 6 months after termination of your engagement with the Company,

and within the location of:

• Australia, or if that location is deemed to be unenforceable,
• New South Wales, or if that location is deemed to be unenforceable,
• Metropolitan Sydney:

engage in conduct to:

• canvass, solicit or endeavour to entice from the Company or accept an approach from any person or organisation that was a customer or supplier of the Company at the end of the Term (or whose business or custom the Company was cultivating at the end of the Term), in relation to whom you regularly dealt with during the Term;
• canvass, solicit or endeavour to entice or accept an approach from any employee or agent of the Company to terminate their contracts of employment or agency with the Company;
• interfere or seek to interfere with the relationship between the Company and its customers, suppliers and employees; or
• induce any other person to perform any of the acts specified in sub-clauses (a)(i), (a)(ii), or (a)(iii) of this clause.
• You acknowledge that any breach by you of this clause would cause irreparable harm and significant damage to the Company and accordingly that the Company has the right to seek and obtain immediate injunctive relief in relation to any such breach.
• You acknowledge that the covenants in respect of non-competition contained in this clause are fair and reasonable and that the Company is relying upon this acknowledgement in entering into this agreement.

12. Contractor’s Indemnity and liability

12.1. Contractor’s indemnity

• You will be responsible for and indemnify the Company against liability for all loss, damage, injury or death to any person or property caused by you, in the course of providing the Services, provided that such loss, damage or injury was the result of the negligent conduct by you.
• The amount of any claims, damages, interest, costs and expenses (including without limitation all related legal costs incurred by the Company) which may be paid, suffered or incurred by the Company in respect of such loss, damage or injury must be made good at your expense and may be deducted from any moneys due or becoming due to you.

12.2. Limitation of Liability

• Subject to clause (b), your liability in damages (including special, indirect or consequential damages, which damages will be deemed to include loss or revenue, loss or profit and opportunity loss) in respect of any negligent act or omission of you in connection with your obligations under this agreement will not exceed the amount specified in schedule 1.
• The preceding clause (a) does not apply in relation to liability for personal injury or death, property damage, an infringement of confidentiality or Intellectual Property Rights, or a breach of clause (compliance with laws).

12.3. Survival

This clause survives the termination of this agreement.

13. General

13.1. Assignment

This agreement may not be assigned without the consent of both parties.

13.2. Severability

The Company and you consider the covenants, obligations and restrictions contained within this agreement to be reasonable in all the circumstances of the agreement. Unenforceability of a provision of this agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the agreement.

13.3. Notices

Any notice, demand, consent, approval or communication under this agreement (Notice) must be:

• in writing, in English and signed by a person duly authorised by the sender; and
• delivered by hand, registered mail or email to the recipient’s address for Notice specified in Schedule 1, as varied by any Notice given by the recipient to the sender.

13.4. Waiver

• The failure, delay or omission by a party to exercise any power or right conferred upon it by this agreement will not operate as a waiver of such power or right, nor will any single exercise of any such power or right preclude any other future exercise of the power, or the exercise of any other power or right under this agreement.
• A waiver of any provision of this agreement, or consent to any departure by a party from any provision of this agreement, must be in writing and signed by all parties and is effective only to the extent for which it is given.

13.5. Variation

This agreement may not be changed or modified in any way except in writing signed by or on behalf of all the parties.

13.6. Entire agreement

This agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this agreement.

13.7. Governing law

This agreement is governed by, and is to be construed and take effect in accordance with, the laws of New South Wales. Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales.

SCHEDULE 1

1. Services

• The Services (Services) will include:
• Prebooked chauffeur driven hire car services for transportation of the Company’s clients.
• The Services will be performed at the following location(s):
• Australia wide as directed by the Company.

2. Fees

The Fees will be:

Pre-determined by the Company prior to each reservation. The allocated contractor fee is not negotiable by the Contractor. All allocated contractor fees are inclusive of GST, tolls, fuel, parking and any other applicable fees.

3. Insurances

• Public liability insurance – $20,000,000.00
• Professional indemnity insurance – $20,000,000.00
• Personal accident/salary continuance insurance
• Workers compensation and personal accident cover

4. Contractor’s Liability

Your liability cap is:

the fees paid by the Company under this agreement.

5. Address details for Notices

Oz Tools Pty Ltd (ACN 080 211 132) T/A Get Chauffeured of 1015/377 Kent Street, Sydney, New South Wales, 2000

The party address details for the purpose of Notices are:

Company

Contact Person: Paca Thomas

Street Address: 1015/377 Kent Street, Sydney, New South Wales, 2000

Email: paca@getchauffeured.com.au