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Schedule One

Standard Terms & Conditions of Supply of Labour

1. DEFINITIONS
1.1

In these Terms and Conditions the following words have these meanings:
"Supplier" means Macarthur Group Training Ltd ABN 51003486655 trading as MG My Gateway
"Customer" means the person or persons who have executed these Terms and Conditions or any relevant apprentice/trainee hire
arrangement as the Customer;
"GST" means a tax, levy, duty, charge, deduction together with any related additional tax, interest, penalty, fine or other charge
calculated by reference to the value of anything supplied other than sales tax, stamp duty or a tax imposed on net income;
"GST Law" means A New Tax System (Goods and Services Tax) Act, 1999, A New Tax System (Goods and Services Tax
Administration) Act, 1999, A New Tax System (Goods and Services Tax Transition) Act 1999, Taxation Administration Act, 1953, and any
regulation or delegated legislation made under any of those Acts, or any other Act imposing or relating to a GST and any regulation
made under any such Act;
"Guarantor" means the person or persons who have executed these Terms and Conditions or any relevant apprentice/trainee hire
agreement as guarantor;
"Guaranteed Money" means all amounts which are payable, are owing but not currently payable, are contingently owing or which
remain unpaid by the Customer to the Supplier at any time pursuant to these Terms and Conditions, or pursuant to any other
apprentice/trainee hire agreement or arrangement or transaction;
"Personnel" means one or more of the Suppliers employees hired to the Customer;
"Supply" and "Supplied" have the meanings given by the GST Law.
"Terms and Conditions" means these Standard Terms and Conditions of Supply of Labour and, where appropriate, shall include these
Terms and Conditions as amended from time to time in writing by the Supplier and the Customer and as incorporated (by
reference or otherwise) into any agreement or credit application.
Value in relation to a supply has the meaning given by GST Law.

1.2

Singular words include the plural except where the context indicates otherwise.

1.3

The term person includes an individual, corporation, or authority.

1.4

No course or prior dealings between the parties and no usage of trade are to be relevant in the interpretation of any term used in these
Terms and Conditions.

2. GENERAL
2.1

These Terms and Conditions, together with any accompanying apprentice/trainee hire agreement or credit application constitute a
complete and exclusive statement of the agreements and understandings between the Supplier and the Customer with respect to the
supply of labour the subject matter of these Terms and Conditions not withstanding any conditions to the contrary which may be
contained in any order forms or other documentation. These Terms and Conditions supersede all prior arrangements, written or oral. All
additions and modifications to these Terms and Conditions or any relevant apprentice/trainee hire agreement must be in writing and will
be signed by both parties.

2.2

Acceptance of this document by the Customer constitutes the Customers acceptance of these Terms and Conditions and, in the
absence of acceptance, use of Personnel by the Customer will constitute a binding contract comprised of these Terms and Conditions
and the Terms of any accompanying apprentice/trainee hire agreement or Credit Application.

2.3

These Terms and Conditions will be governed by and construed in accordance with the law in effect in New South Wales and the
Supplier and the Customer accept the jurisdiction of the Courts of New South Wales in relation to any dispute between them.

3. PAYMENT
3.1

The rates quoted are subject to variation in accordance with Federal or State Award changes or revised Enterprise Agreement rates.

3.2

Hourly rates accepted by the Customer include allowances for all annual leave and leave loading, sick pay, workers compensation
insurance, superannuation and the issuing of payment summaries (if applicable).

3.3

The Customer agrees to ensure that individual time sheets in the form approved by the Supplier are forwarded to the Suppliers office by
hand delivery or facsimile transmission by no later than 10:00am on the day following the relevant day upon which Personnel are
supplied to the Customer. Each time sheet must be signed by the relevant Personnel and a duly authorised representative of the
Customer.

3.4

Payment in full on all invoices rendered by the Supplier must be made within seven days of receipt by the Customer. Interest will accrue
on the balance of any invoice outstanding on and from the date seven days after the date of receipt of the invoice by the Customer to and
including the date of actual payment at the rate of 10% per annum calculated on daily balances on the basis of a 365 day year.
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3.5

In the event that the Customer fails to pay an amount due under this Agreement these Terms and Conditions, the Supplier may in its
absolute discretion withdraw the Personnel from the Customer and the provisions of 3.4 and 6.2 shall apply.

3.6.1

This clause applies if at any time the Supplier becomes liable to pay GST in relation to any Supply to the Customer (a "Taxable Supply").

3.6.2

Prices quoted do not include GST.

3.6.3

Where a supply is made to the Customer and the Supplier is liable to pay GST in relation to that Supply, the Supplier will issue an invoice
to the Customer for the amount of GST referable to the Taxable Supply whether the Value of that Supply is calculated by reference to the
price for goods and services referred to in these Terms and Conditions or other consideration payable by the Customer to the Supplier.

3.6.4

In addition to the prices for goods and services otherwise payable by the Customer, the Customer must pay the amount of GST specified
either in these Terms and Conditions or in any relevant invoice (without deduction or set off of any other amount) to the Supplier at the
same time as the price is payable. GST will be payable by the Customer to the Supplier as if it were the price for goods and services.
The amount of GST shall be calculated by multiplying the value of the Taxable Supply by the rate of GST.

3.6.5

If the Customer makes default in payment on any due date of any amount payable pursuant to clauses 3.6.1 to 3.6.4 inclusive then,
without prejudice to any other remedies of the Supplier, the Customer must pay to the Supplier on demand an amount equal to the
amount of any additional tax, interest, penalty or fine that becomes chargeable to the Supplier in consequence of the default.

3.6.6

The Supplier shall not be obliged to pay any GST on, or take other steps to minimise, the liability in respect of GST until the
corresponding payment is received from the Customer.

3.6.7

If the Supplier determines on reasonable grounds the amount of GST paid or payable by it on any Taxable Supply under any
arrangement with the Customer differs for any reason from the amount of GST specified in an invoice given under this clause 3.6.3, the
amount of GST paid or payable by the Customer shall be adjusted accordingly.

3.7

In the event that the Customer chooses to indenture personnel as an apprentice/trainee in accordance with the provisions of the
Apprenticeship and Traineeship Act 2001, then the Customer agrees to pay a minimum fee of $2500.00 to the Supplier. The fee payable
will be agreed by the Supplier and the Customer upon the commencement of the apprenticeship/traineeship.

3.8

Any payment required to be made by the Customer to the Supplier under this agreement is required to be made by direct debit/EFT. The
supplier in its discretion may charge a fee ($25.00) to process payments which are not made by the Supplier through the direct debiting
or EFT of the Suppliers nominated bank or financial institution account, such account being notified to the Supplier at the
commencement of this agreement.

4. CANCELLATION
4.1

All requests for Personnel must be made in writing.

4.2

The Customer must provide the Supplier with not less than one weeks written notice during probation and two weeks written notice
thereafter of cancellation of any order for Personnel.
If the Customer cancels its order at any time later than two weeks prior to the proposed time of arrival of personnel at the Customers
premises the Supplier reserves the right to invoice the Customer for all expenses incurred in relation to the cancelled order including,
without limitation, two weeks notice.

5. NO WARRANTY AND DELAY IN SUPPLY OF PERSONNEL OR NON SUPPLY


5.1

The Supplier shall not be responsible for non-supply or delay in supply of any Personnel caused directly or indirectly by force majeure,
including, without limitation, war, threat of war, warlike conditions, hostilities, acts of terrorism, civil commotion, riots, fire, flood, strike,
lockouts, accidental injury or death, the Customers instructions or lack thereof.

5.2

Although the Supplier will use reasonable care in selecting Personnel for particular placements no warranty is made that any Personnel
will be suitable for the Customers purposes and the Supplier accepts no liability in this regard.

5.3

In consideration of the Supplier supplying Personnel to the Customer the Customer warrants and agrees that it will not attempt to engage
any Personnel, whether on a permanent or casual basis, at any time within six months after completion of any assignment with the
Customer by relevant Personnel.

6. OCCUPATIONAL HEALTH & SAFETY REQUIREMENTS AND CUSTOMER INDEMNITY.


6.1

The Customer acknowledges and agrees that all Personnel are supplied on the basis that:

6.1.1

The Personnel will work under the direct care and supervision of the Customer; and

6.1.2

The Customer has a duty of care to the Personnel under relevant occupational health and safety legislation, codes of practice and
Australian Standards to ensure that there is provision of:
(a)

a safe workplace;

(b)

a safe work system;

(c)

adequate supervision and training; and

(d)

an induction to site and equipment and system of work; and

(e)

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6.1.3

The Customer is responsible for and accepts all risk in relation to all acts and omissions of the Personnel (whether wilful, negligent or
otherwise) during the term of the assignment; and

6.1.4

The Customer will during the term of the assignment ensure that all actions of the Customer and the Personnel and the Customers
employees, agents and contractors and the Personnels work environment strictly comply with all relevant occupational health and safety
legislation and regulations and other applicable laws and notify all injuries to Personnel to the relevant authorities; and

6.1.5

The Customer will immediately notify the Supplier of:


(a)

any change of workplace or tasks to be performed by Personnel; and

(b)

any injuries to Personnel; and

(c)

any injuries to other persons involving the personnel

6.1.6

Before the Personnel commence work the Customer will provide to the Personnel appropriate clothing, footwear, eye and ear protection
or any other protective safety equipment and will ensure that the Personnel are wearing the appropriate clothing, footwear, eye and ear
protection and any other correct protective safety equipment for the intended task; and

6.1.7

Before the Personnel commence work, a representative from the Supplier and the Customer will undertake an inspection of all areas
where work is to be performed by the Personnel; and

6.1.8

The Customer will permit the Supplier or its authorised representatives to undertake regular inspections of the areas where Personnel
are to work and to inspect areas where the Personnel are to have worked at any time following the occurrence of any injury to Personnel
or where the Supplier reasonably suspects any non-compliance with these Terms and Condition or any occupational health and safety
legislation or regulation. Inspections may be undertaken without a Customer representative present provided the Supplier gives the
Customer notice of its intention to do so.

6.1.9

Where the Customer does not own any of the premises in which Personnel will be working the Customer will ensure that the owner of
those premises is fully aware of the Customers obligations under this clause and agrees to the Suppliers representatives being granted
access to those premises for the purpose of this clause; and

6.1.10

The Customer will effect and maintain with reputable Australian insurers full insurance cover naming the Supplier as an interested party
(including without limitation a public liability insurance policy with an amount insured of not less than $20,000,000.00 per event) against
any claim which any Personnel or any other person may have against the Supplier or the Customer arising out of the Customers
occupation of premises, any act or omission of the Customer, the Personnel, or any employee, contractor or agent of the Customer or
the Supplier relating to any machine, equipment or vehicles to be used by Personnel or any other matters of general workplace liability.

6.2

The Customer indemnifies the Supplier in relation to any loss, cost damage or claim arising or incurred as a result of the Customers use
of the Personnel including, without limitation, any loss, cost, damage or claim arising directly or indirectly as a result of any breach of
these Terms and Conditions or of any occupational health and safety requirement or any breach or non-compliance with any other
legislative requirement of any statutory authority or body.

6.3

The Customer acknowledges that the Supplier has important obligations to the Personnel relating to worker safety and training under
occupational health and safety legislation and under the Apprenticeship and Traineeship Act 2001. The Customer acknowledges that in
certain cases the Supplier has or will enter into training contracts and related documents as required by the Apprenticeship and
Traineeship Act, 2001.

6.4

The Customer agrees to provide the Supplier with all reasonable assistance to allow the Supplier to comply in full with its obligations
under legislation relating to occupational health and safety and the Apprenticeship and Traineeship Act 2001 and related legislation and
regulations including, without limitation
(a)

Where applicable, releasing the Personnel to attend training and educative courses as and when required by any statutory or
administrative body establishment under relevant legislation; and

(b)

Complying with the terms of relevant training contracts, so far as those terms relate to the utilisation of the Personnel by the
Customer.

7. GUARANTEE
7.1

The Guarantor and each and every one of them unconditionally and irrevocably guarantees payment to the Supplier of the Guaranteed
Money. If the Customer does not pay the Guaranteed Money on time and in accordance with these Terms and Conditions to the
Supplier then the Guarantor agrees to pay the Guaranteed Money to the Supplier on demand from the Supplier (whether or not demand
has been made by the Supplier)

7.2

The Guarantor unconditionally and irrevocably indemnifies the Supplier against loss the Supplier suffers because of any failure by the
Customer to pay the Guaranteed Money or any failure by the Customer to otherwise comply with any of these Terms and Conditions.

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8. TERMINATION
8.1

Subject to clause 8.2 either the Supplier or the Customer may terminate any agreement including these Terms and Conditions by giving
not less than fourteen days written notice of its intention to do so to the other.

8.2

The Supplier may immediately terminate any agreement including these Terms and Conditions by written notice to the Customer and
withdraw all personnel then supplied to the Customer where the Customer breaches any of its obligations under clauses 3, 6 or 9.3 of
these Terms and Conditions.

8.3

Termination will be without prejudice to any accrued rights of any party as at the date of termination.

9. MISCELLANEOUS
9.1 Dispute Resolution
Disputes arising between the parties may in the first instance be referred to a single arbitrator in accordance with provisions of the
Commercial Arbitration Act, 1984 or any re-enactment or modification thereof for the time being in force.
9.2 Notices
Any notice required to be given shall be deemed to have been served by letter addressed to the party to be served by being delivered or
sent by email, mail or facsimile as follows:
(a) in the case of notices to the Supplier, to the registered office of the Supplier or as the Supplier otherwise notifies to the Customer in
writing;
(b) in the case of notices to the Customer, to the registered office of the Customer or to any address at which the Customer carries on its
business.
(c) in the case of notices to the last known address of the Guarantor or to any address at which the Guarantor carries on business.
Any notice sent by mail will be deemed to be delivered on the day when in the ordinary course it would have been delivered. Any notice
sent by facsimile or email will be deemed to be delivered on the business day immediately following the date on which the senders
facsimile machine reports a successful transmission
9.3 Sub Contracting and Assigning etc
The Customer may only sub-contract the Personnel or otherwise deal in any way with its obligations under its agreement with the
Supplier with the prior written consent of the Supplier, which consent may be given or withheld or granted on conditions in the Suppliers
absolute discretion. As a condition of any consent to a sub-contract or other dealing the Supplier may, among other things require that
the Customer and the sub-contractor or other relevant person to enter into a further agreement with the Supplier under which the subcontractor or other person undertakes to comply with some or all of the Customer's obligations under any agreement between the
Supplier and the Customer. Any such further agreement will be prepared by the Supplier or its lawyers at the expense of the Customer.
Nothing in such further agreement will have the effect of releasing or modifying the Customer's obligations under this agreement.

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