SERVICE AGREEMENT

THIS SERVICE AGREEMENT (this “Agreement”) dated 01 January 2025

BETWEEN:

Robot Cleaning Service (ACN: 723 104 931) of 9 Lime Kiln Lane, Prospect, SA 5082

(the “Provider”)

OF THE FIRST PART

- AND -

the “Hirer”

OF THE SECOND PART

(the Provider and Hirer are collectively the “Parties”)

IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Provider provides a service to the Hirer that includes leasing of Equipment, and the Hirer receives the Service from the Provider on the following terms:

Definitions

  1. The following definitions are used but not otherwise defined in this Agreement: 
    1. “Casualty Value” means the market value of the Equipment at the end of the Term or when in relation to a Total Loss, the market value the Equipment would have had at the end of the Term but for the Total Loss. The Casualty Value may be less than but will not be more than the original purchase price of the Equipment.
    2. “Equipment” means the robotic cleaning device that is installed on the Hirer’s premises for the provision of the Service. Refer to the website (www.robotclean.com.au/robotic-technology) for the current Equipment.
    3. “Service Plan” means the Service that has been selected by the Hirer. Refer to www.robotclean.com.au/subscription for details on what Service Plans are available.
    4. “Total Loss” means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.
    5. “Normal Business Hours” are 9am to 5pm, Monday to Friday, where such day(s) do not fall on a public holiday.
    6. Words in the singular mean and include the plural and vice versa. 
    7. Words in the masculine mean and include all genders and vice versa.
    8. “You” means the Hirer and the Hirer’s representative(s).
    9. “Your” means that which belongs to or is the responsibility of the Hirer.
    10. “We” and “Us” means the Provider and the Provider’s representative(s).
    11. “Our” means that which belongs to or is the responsibility of the Provider.
    12. Any monetary amounts are in AUD (Australian dollars).

Services Included

  1. As standard, this Agreement includes the provision of the following services:
  1. Lease of the Equipment for the duration of this Agreement
  2. Replacement of Equipment with a newer model on a regular basis as defined in the Hirer’s chosen Service Plan
  3. Provision of a set amount of consumables associated with the Equipment as listed in the Hirer’s chosen Service Plan
  4. Regular maintenance of the Equipment as defined in the Hirer’s chosen Service Plan
  5. Where Equipment is found to have a manufacturing fault, replacement of Equipment with working Equipment within the guaranteed replacement period. The guaranteed replacement period begins when the Hirer notifies the Provider of the fault. The Guaranteed replacement period length is defined in the Hirer’s chosen Service Plan.
  1. On a case-by-case basis, this Agreement allows for the provision of the following additional services for an additional fee. 
  1. All additional fees must be pre-approved by the Hirer
  2. Call out fee. The Provider will charge a call out fee where the Hirer has exceeded their Service Plan’s included service calls.

Term

  1. The Agreement commences on the date that the Hirer agrees to the terms and conditions and the first payment has been made.
    1. The Hirer agrees that for Us to provide the Service(s) to You, should You or Your nominee apply through Our online application form on robotclean.com.au, this constitutes Your agreement to our terms and conditions. You should ensure that both You and Your nominee have read and understood Our terms and conditions.
  2. The Agreement continues thereafter:
    1. For the minimum period defined in the Hirer’s chosen Service Plan
    2. On a week-to-week basis thereafter until the Provider or the Hirer terminates the Agreement (the “Term”) as provided in this Agreement. 
  3. The Agreement may be terminated by either the Provider or the Hirer providing 5 business days written notice to the other but no earlier than the end of the minimum period.
  4. Where the Hirer chooses to terminate the agreement prior to the minimum period, the Hirer will pay the remainder of the Payments due from the time that they terminated the Agreement to the end of the minimum period.
  5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  6. Except as otherwise provided in this Agreement, the obligations of the Provider will end upon the termination of this Agreement.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect, including but not limited to:
    1. The Hirer must reasonably co-operate with the Provider to enable Us to install the Equipment and/or to repair any faults.
    2. The Provider will use Our best endeavours to deliver the Equipment to the Hirer on the Delivery Date at the site during normal business hours. Delivery outside of normal business hours can be negotiated on a case-by-case basis.
    3. If the Hirer wishes the Equipment to be delivered to a location other than the site, the Hirer must request this in the Application Form upon sign-up for the Service.
  2. The Provider will use all reasonable efforts to supply the Equipment to the Hirer as soon as it is reasonably practicable after Our acceptance of Your written form, online internet form or voice recording application and its related parts ('Application') and We will use all reasonable efforts to maintain the Service while You comply with this Agreement.

Credit Check

  1. The Hirer will supply without delay all the necessary information to check the worthiness of Your credit rating.
  2. If We consider it relevant to assessing this application, You agree to Us obtaining from a credit-reporting agency a credit report containing personal information about You.
  3. You agree that We may give to any credit provider and/or credit-reporting agency any information contained in the Application. You also agree that We may seek from any credit provider and/or credit-reporting agency any credit report (whether commercial and/or personal for any named business entity, or consumer for any named individual) on all parties named in the application. You acknowledge and understand that such information can include any information regarding Your commercial or consumer creditworthiness, credit history or credit capacity that credit providers and/or credit reporting agencies are allowed to give or receive under the Privacy Act.
  4. You authorise and permit Us to make independent enquiries to third parties concerning Your financial standing and, for this purpose, authorise and permit third parties to supply such information regardless of any confidentiality or privilege which applies to the information sought.
  5. We reserve the right to reject Your application for Service(s) based on Your creditworthiness as ascertained by Us at the point of sale. If We are unable to confirm Your creditworthiness through a credit reporting agency You may provide other information to enable Us to ascertain such. If You choose to provide additional information to dispute an unfavourable Credit Rating it remains our discretion whether We accept the information provided.

Payment

  1. The Provider will charge the Hirer for the Services at the rate defined in the Service Plan (the “Payment”) and direct debit the Payment each week
  2. A security deposit (the “Deposit”) is payable by the Hirer upon execution of this Agreement. 
    1. Where the Hirer has not defaulted, the Deposit will be refunded to the Hirer after the termination of this Agreement.
  3. A one-off installation and set-up fee (the “Initial Set Up Fee”) is payable by the Hirer upon execution of this Agreement.
    1. The Initial Set Up Fee is non-refundable, and covers the Provider’s cost of setting up the Equipment at the Hirer’s premises at the beginning of the Agreement. 
    2. Where the Equipment is subsequently replaced by a newer model as part of the Hirer’s Service Plan, this cost is covered by the Payment
  4. The Payment includes all applicable sales tax and duties as required by law.
  5. Interest payable on any overdue amounts under this Agreement is charged at a rate of 10.00 percent per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
  6. You authorise the Provider to attempt to re-process any unsuccessful payments.
  7. The Provider may change the  amount of these charges or add new charges from time to time in accordance with this Agreement.
  8.  You will be invoiced weekly for all call outs, Service(s), or other charges, with three (3) days trading terms for payment of accounts thereafter unless otherwise specified.
    1. You must pay all invoiced amounts by the date specified on the relevant invoice. 
    2. If You have nominated automatic direct debit, Your bank account, or credit card will generally be charged three (3) days from the invoice date. Delays in processing may be caused by public or bank holidays, non-banking business days, or payment requests being received after normal cut off times.
    3. Charges that do not appear on Your monthly invoice may appear on future accounts due to processing procedures.
  9. You will receive your weekly bill electronically. The bill will be sent to the email address provided when you signed up.
  10. A Payment processing fee may of up to 4 percent be added to your Payment where you have not elected to pay from your Bank Account. This Payment processing fee directly reflects the costs charged to Us by the relevant financial institutions.
  11. Where the Provider offers you a discount or promotional account credit as a once-off or as a weekly recurring unless otherwise stated, the discount or promotional credit is for newly provisioned services or for new customers only.
  12. Where the Hirer has two or more active Service Plan(s) as part of a 'bundle' and You cancel the supply of one of the Service Plan(s), the pricing for the remaining Service Plan(s) will revert to the 'non-bundled' and thus adjusted rate for the Service Plan that We continue to supply to You for the remainder of the Term.
  13. If you have a dispute with your bill or a claim on a previous debit that in Our opinion, is deemed reasonable, We will investigate to determine an outcome on Your dispute or claim.
    1. If it is found that the disputed amount has been billed or debited incorrectly, the amount will be reimbursed as soon as reasonably practicable (within 5 business days), or an adjustment of the disputed amount will be made to your bill.
    2. The Hirer will continue to be liable for ongoing Payments whilst the disputed amount is being investigated.

Trade Secrets

  1. Trade Secrets (the “Trade Secrets”) include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Hirer, which are secret and proprietary to the Hirer, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Hirer.
  2. The Provider agrees that they will take reasonable measures to ensure that any Trade Secrets which the Provider has obtained are not disclosed, divulged, revealed, reported or used unless authorized by the Hirer or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. These measures include:
    1. Maintaining and operating up to date antivirus and firewall software on all Robot Clean computers
    2. Secure destruction of any physical copies of Trade Secrets by the end of the business day after they are no longer required to be held by the Provider.
    3. Notifying the Hirer of the risks associated with Cloud based and internet connected services. 
      1. The Provider takes no responsibility for and are not liable in any way for any violations of the Hirer’s network and/or related systems security.
  3. The Hirer agrees to maintain and operate up to date cybersecurity measures including antivirus and firewall software on their devices where those devices are connected, directly or via the Hirer’s IT network, to the Equipment.
    1. If the Hirer is unable to comply with this Clause, the Hirer agrees to operate the Equipment only in offline mode and accepts the associated reduction in Equipment functionality

Property

  1. Upon the expiry or termination of this Agreement, the Hirer will return all Equipment to the Provider.

Capacity/Independent Provider

  1. In providing the Service under this Agreement, it is expressly agreed that the Provider is acting as an independent Provider and not as an employee. The Provider and the Hirer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the Service.

Reimbursement of Expenses

  1. The Provider will be reimbursed from time to time for the following expenses reasonably incurred by the Provider in connection with providing the Services:
  1. Call out fee. The Provider will charge a call out fee where the Hirer has exceeded their Service Plan’s included service calls.
  2. Installation fee. The Provider will charge an installation fee where the Hirer has changed their service location.

Relocating Services

  1. Where the Hirer relocates during the Agreement and the new location is serviced by the Provider, the Hirer may choose to move the service(s) to the new location by paying the installation fee without extending the Agreement minimum term.
    1. By doing so the Hirer agrees that these terms and conditions apply to the provision of the Service(s) at the new premises.
  2. Where the new location is not serviced by the Provider or the Hirer elects not to move their service to the new location, the date the Hirer notified the Provider of the move will be considered notice of termination of the Agreement for the purposes of the Agreement Term.
  3. Installation timeframes vary, depending on service and availability, and may take up to 14 working days to be relocated.

Amendments to Our Terms and Conditions

  1. This Agreement and the Provider’s Service Plans are subject to change at any time without notice. If the Provider changes the Agreement or Service Plans in a manner that the Provider reasonably considers would cause detriment to the Hirer, the Provider will notify the Hirer of the change with as much time as possible, but at least 14 days prior to the change.
  2. If the Hirer does not agree with any changes notified to Them, They may terminate this Agreement by notifying the Provider of such termination within 14 days of the notice. 
  3. If the Hirer notifies the Provider that They wish to terminate this Agreement, the termination will take effect from the date of the change to this Agreement, or the date the Acceptable Use Policy comes into effect, as specified in the Provider’s notice. 
  4. Notwithstanding that the Hirer may send the Provider notice of termination under this clause, if the Hirer continues to use the Service beyond the date of the change, the Hirer will be charged for such use. The Hirer’s continued use of the Service beyond the date of the change will be deemed acceptance of the change.
  5. It will be sufficient that the Provider notify the Hirer only of the fact that this Agreement or Service Plans have been changed and that the Provider post a revised copy of this Agreement or Service Plans on the Robot Clean website (www.robotclean.com.au).
  6. Without notice, the Provider may change the Equipment that we use in supplying a Service to the Hirer.

Residual Value

  1. At the date of this Agreement, the residual value of the Equipment (the “Residual Value”) is agreed to be $2,999.00. However, if and when the Hirer desires to purchase the Equipment, the Hirer and the Provider may negotiate a different residual value at that time. This negotiated value will be the “Residual Value” for any such purchase.
  2. The Residual Value may only be greater than the amount given in Clause 26 if the Equipment has been upgraded with new Equipment that has a higher recommended retail price (RRP). In all other cases, the Residual Value will only ever be less than or equal to the amount given in Clause 26.

Purchasing the Equipment

  1. The Hirer has the option to purchase the Equipment after the Term minimum period in Clause 5 by paying the following amounts:
  1. the Residual Value of the Equipment; and
  2. any fees, taxes, and expenses related to the purchase of the Equipment.
  1. After the Hirer has paid all of the costs and fees associated with purchasing the Equipment, the Provider will return the following amounts, or the remaining portions of these amounts, to the Hirer:
  1. the Deposit; and
  2. any money received from an insurance claim or action that is not used to repair or replace the Equipment.
  1. Purchasing the Equipment terminates the Agreement.

Delivery of Equipment

  1. The Provider will, at the Provider's own expense and risk, deliver the Equipment to the Hirer’s address.

Use of Equipment

  1. The Hirer will use the Equipment in a good and careful manner and will comply with all of the Equipment manufacturer's requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.
  2. The Hirer will use the Equipment for the purpose for which it was designed and not for any other purpose.
  3. The Hirer will ensure that power supplies (GPOs, etc.) used for the Equipment are appropriately protected in accordance with current electrical standards including but not limited to AS/NZS 3000
  4. Unless the Hirer obtains the prior written consent of the Provider, the Hirer will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.

Maintenance

  1. The Hirer will ensure that they or their representative are in attendance for any scheduled maintenance or requested call out visits. 
    1. Fees of up to $150 (GST inclusive) may apply if a contracted technician arrives for an appointment but You are not in attendance or the technician is unable to gain entry to the property or the Equipment.
  2. For Equipment faults, a fee of up to $150 (GST inclusive) may apply (for each technician visit) if a contracted technician deems that there is no fault in evidence or, if the fault is caused by Hirer misuse.
  3. If You notice Your Equipment’s fault is no longer evident, You must contact Us at the soonest possible convenience to cancel any technician appointment/s or to close the fault. Failure to do so may incur a fee of up to $150 (GST inclusive) if the technician arrives and concludes 'no fault found'. We must be given at least 24 hours' notice for appointment/fault cancellation prior to the scheduled technician appointment.

Warranties

  1. The Equipment will be in good working order and good condition upon delivery.
  2. The Equipment is of merchantable quality and is fit for the purposes it is ordinarily used.
  3. The Equipment will be replaced or repaired within the guaranteed replacement period unless there is a Force Majeure event.
  4. Force Majeure
    1. The Provider will not be liable for any delay in the delivery, replacement or repair or the Equipment due to any occurrence reasonably beyond the Provider’s control including delays in supply from the Equipment Manufacturer.

Loss and Damage

  1. To the extent permitted by law, the Hirer will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause except manufacturing fault.
  2. If the Hirer is at fault for the Equipment loss or damage, the Hirer will continue paying Payment up until the end of the minimum period, and will also pay the lesser of:
    1. Purchase the Equipment at a Residual Value of the Equipment if it were not lost or damaged
    2. Repair the Equipment so that it is returned to a state of good repair, appearance and condition

Providership, Right to Lease and Quiet Enjoyment

  1. The Equipment is the property of the Provider and will remain the property of the Provider.
  2. The Hirer will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner.
  3. The Provider warrants that the Provider has the right to lease the Equipment according to the terms in this Agreement.
  4. The Provider warrants that outside of scheduled maintenance visits, Hirer requested call outs, or Event of Default, the Provider will not disturb the Hirer's quiet and peaceful possession of the Equipment or the Hirer's unrestricted use of the Equipment for the purpose for which the Equipment was designed.

Surrender

  1. At the end of this Agreement, the Hirer will make the Equipment available for pick up at the Hirer’s address. If the Hirer fails to make the Equipment available for pick up, the Hirer will pay to the Provider any unpaid Payment for the Term plus the Casualty Value of the Equipment plus 10% of the Casualty Value, at which point Providership of the Equipment will pass to the Hirer.

Insurance

  1. No insurance coverage for the Equipment is required under this Agreement.

Indemnity

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
  2. While the Equipment is designed to avoid obstacles without damage or injury to people, pets, and belongings there is no guarantee that the Equipment will always do so. It is recommended that small pets, children, and fragile belongings be kept away from the Equipment while it is in operation. The Hirer indemnifies the Provider against any damage or injury caused by the Equipment.
  3. These indemnifications (refer Clauses 70 to 72 inclusive) will survive the termination of this Agreement.

Default

  1. The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement: 
  1. The Hirer fails to pay any amount provided for in this Agreement within three days after same is due or otherwise breaches the Hirer's obligations under this Agreement.
  2. The Hirer becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the bankruptcy law of Australia or another competent jurisdiction.
  3. A writ of attachment or execution is levied on the Equipment and is not released or satisfied within 10 days.

Remedies

  1. On the occurrence of an Event of Default, the Provider will be entitled to pursue any one or more of the following remedies (the “Remedies”):
  1. Any discounts being applied may be revoked during the overdue period.
  2. If any amount has not been paid by the due date, the unpaid amount (or part thereof) may be deducted from the Hirer’s nominated payment method in the Application.
  3. Late fee. Overdue or dishonoured accounts or payments may incur a late fee of $15. The Provider may charge a fee of $2 if we agree to alter the due date of your invoice. All fees are charged on the next invoice.
  4. Declare the entire amount of the Payment for the Term immediately due and payable without notice or demand to the Hirer.
  5. Apply the Deposit toward any amount owing to the Provider.
  6. Commence legal proceedings to recover the Payment and other obligations accrued before and after the Event of Default.
  7. Take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law. The Hirer waives any and all damage occasioned by such taking of possession.
  8. Terminate this Agreement immediately upon written notice to the Hirer.
  9. Pursue any other remedy available in law or equity. This includes using or disclosing any personal information collected and recorded in relation to the Hirer to assist the Provider in the process of debt recovery. Personal information includes personal identifying details such as Your name, address, date of birth, employer's and driver's licence details and status of any of Your accounts or related bodies corporate, Your credit history, and information about Your creditworthiness or capacity.

Assignment

  1. The Hirer will not assign this Agreement, the Hirer’s interest in this Agreement or the Hirer’s interest in the Equipment without the prior written consent of the Provider.
  2. If the Hirer assigns this Agreement, the Hirer's interest in this Agreement or the Hirer's interest in the Equipment without the prior written consent of the Provider, the Provider will have recourse to the Remedies and will be entitled to all damages caused by the assignment.
  3. The Provider may assign the benefit of this Agreement at any time to a person or corporation nominated by the Provider and, in this event, such Assignee shall deal directly with the Hirer for the purposes associated with the provision of Service(s) under this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Entire Agreement

  1. This Agreement also includes and makes reference to the Provider’s service schedules for particular services, Acceptable Use Policy and website information (including Service Plan descriptions, pricing information, and Things to Know).
  2. The Provider will supply the Hirer Service(s) subject to this Agreement. Unless specified, these terms and conditions apply to all Service(s) provided by the Provider, and together with the Hirer’s Application and the Provider’s website information (including Service Plan descriptions, pricing information, Acceptable Use Policy and Things to Know) forms the Hirer’s Agreement with the Provider. 
  3. This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement.

Address for Notice

  1. Any notice, demand, consent or other communication required to be given by either Party must be delivered personally or sent by email, prepaid mail, or by facsimile to the address of the other as last notified.

Interpretation

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 
  2. Where there is any exclusion or inconsistency between:
    1. Your application;
    2. The terms and conditions in a Service Plan for the chosen Service;
    3. These terms and conditions

The documents shall take precedence in the order set out in this clause, to the extent of any such exclusion or inconsistency.

Governing Law

  1. This Agreement will be construed in accordance with and governed by the laws of Australia and the Parties submit to the exclusive jurisdiction of the Australian courts.

Severability

  1. If there is a conflict between any provision of this Agreement and the applicable legislation of Australia (the “Act”), the Act will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement. All other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

General Terms

  1. Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.

Notice to Hirer

  1. NOTICE TO THE HIRER: This is a service that includes the lease of Equipment. You are not buying the Equipment. Do not sign this Agreement before you read it. You should print a copy of this Agreement when you accept it.