GREENBATCH FOUNDATION SERVICE LEVEL AGREEMENT

Terms and conditions on which Greenbatch Foundation Ltd provides services to consumers

This Agreement governs the terms and conditions under which Greenbatch Foundation provides professional services to another individual, organisation or company.

The first part of the Agreement is the Contract Details, followed by the Legal Terms.

CONTRACT DETAILS

Parties

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx ('You')

- AND -

Greenbatch Foundation (51625025970) of 4 Brooklands Way Mount Claremont, Perth, Western Australia, 6010 (the 'Provider').

AGREEMENT SUMMARY

You have engaged the Provider to provide the following Services. By signing this Agreement, the Provider accepts the terms and conditions of this Agreement and agrees to provide You with the Services.

ORDER DETAILS

Item	Description
1	Commencement Date	30th June 2020
2	Completion Date	30th June 2021
3	The Services	Provision of 2 x 240ltr bins, delivery and collection services and all ancillary products and services as required.
4	Delivery of the Services	Direct to the address where the bins will be housed.
5	Consideration	You shall not pay the Provider for The Services. All Services costs shall be recovered from the Rotary Club of Applecross from the proceeds of the Container Deposit Scheme. The cost of the services shall be based upon the following; Greenbatch specific 240ltr Bins: 2 x supplied. Free of Charge. Normally $20/bin/month. Additional event bins as required at $10/bin. 600ltr bins: $20/bin. As required for events. 2 x IBC cages and bale bags: Free of charge Initial delivery Fee: Free of Charge Collection fees: Free of Charge up to 30th September 2020 and $20/collection for an unlimited amount of 240ltr bins thereafter. Excludes special event collection costs. Recycled Bin Liners: $25 per 25 bin liners, $75 per 100bin liners. (First Payment:-1 mths bin lease, delivery fee, bin liners).
6	Payment Arrangement	The full cost of the initial bins and delivery is to be paid in full prior to the delivery of the bins and ancillary items.
7	Method of Payment	Bank Transfer 066-155-10452569
8 9	Agreed Forms of Communication Donation	You and the Provider agree to communicate between: Telephone or 2) Email. You instruct the Provider to distribute the eligible CDS refund in the following manner; XXXXc to XXXXX (Scheme ID-XXXX) and XXXXc to XXXX (Scheme ID-XXXX).

Greenbatch Foundation Ltd provides services on the following terms and conditions.

The meaning of some words used in these terms and conditions

Provider, We, us or our is a reference to Greenbatch Foundation Ltd;

You or your is a reference to the person to whom we are providing our Services and who is required to pay for the Services we provide;

Materials means any materials, goods, parts or items we are supplying in order to perform the Services;

Parties is a reference to both us and you;

Premises means the place where we will provide the Services; and

Services means the equipment and educational material we will provide in connection with Greenbatch Foundation service offerings in Waste Recycling. The precise Services we will be providing to you will stated in the order details and as we agree from time to time.

CDS means the Container Deposit Scheme which is a State Government legislated refund scheme.

GFSLA is the Greenbatch Foundation Service Level Agreement.

Eligible Containers means the containers identified by the CDS as eligible for a 10c refund.

Entering into a legally binding contract

A contract between you and us will come into being when you sign the contract, we and you will enter into a legally binding contract on the date you sign.

We suggest that before you sign the contract or orally agree to us providing Services that you read through these terms and conditions. If you have any questions concerning them, please ask us.

You should keep a copy of these terms and conditions for your records.

Providing the Services

Once we and you have entered into a legally binding contract, we will normally start providing the Services to you straight away or on a date agreed between us without further discussion with you. Occasionally the Services will be provided at some other date or time or be dependent on a number of factors.

Our aim is to always provide you with the Services:

using reasonable care and skill;

in compliance with commonly accepted practices and standards in waste recycling; and

in compliance with Western Australia laws and regulations in force at the time we are carrying out the Services.

Container Deposit Scheme (CDS):

You must do all things reasonably required, or reasonably requested by Greenbatch, to ensure that Greenbatch is able to claim refunds under the container Deposit Scheme which includes uncontaminated containers;

You must comply with all aspects of probity and security of the products whilst they are on your property;

You are entitled to 100% of the 10c refund on eligible Container Deposit Scheme items; The refund can be returned as:

cash directly into the nominated bank account

credit to be used on items available through the Greenbatch Network

or donated to a charity of choice to be notified by the responsible person

Greenbatch will continue to accept as part of the collections all eligible PET and HDPE plastic and glass products, however only the defined CDS items, by WA State legislation, will be entitled to a 10c refund.

Days and times when we normally provide the Services and performance of Services away from the Premises

Unless you and we agree otherwise, we will provide the Services on normal working days and start work no earlier than 8am and finish work no later than 6pm. A normal working day for us means Mondays to Fridays, excluding any bank or other national holidays.

The performance of some of the Services may take place away from the Premises.

Timing

6.1. Our responsibility to perform the Services by particular dates;

We aim to carry out the Services by the dates and times we either agree with you or notify to you. But we cannot guarantee or provide a firm commitment that:

we will start performing the Services by a specified date or time; or

we will complete the performance of all the Services by any specified date or time; or

the performance of any individual part of the Services will be completed by a specified date or time.

6.2. What can happen if we cannot start performing the Services or complete performing the Services

If we do not start or complete performing the Services within a reasonable period from the date(s) we have agreed or notified, then you may either:

choose to continue to wait until we can start performing the Services or complete performing them; or

terminate the contract.

Where we have started performing the Services and you decide you wish to terminate the contract you will only have to pay for any Services we have performed up to the date of termination and for any Materials which we have legal obligation to pay for. If you have made payment(s) to us in excess of the amount of Services we have performed or Materials we have purchased, we will return the difference to you within 7 working days of the termination.

6.3. Situations or events outside our reasonable control

In addition, there are certain situations or events which occur which are not within our reasonable control (some examples are given in paragraph (b), directly below). Where one of these occurs, we will normally attempt to recommence performing the Services as soon as the situation which has stopped us performing the Services has been resolved. In such circumstances there may be a delay before we can start or continue performing the Services.

The following are examples of events or situations which are not within our reasonable control:

if the Materials are not delivered on the date or at the time agreed with the supplier of the Materials (and it is not possible to obtain a replacement from an alternative supplier at all or within a reasonable amount of time, or the price charged by the alternative supplier is excessively higher than by the original supplier if ordered at short notice);

where you make a change in the Services you wish us to perform (and this results in, for example, us having to change our schedules);

where we have to wait for other providers of services (who have been engaged by you) to complete their work before we are able to perform the Services (or the relevant part of the Services dependent on the other provider if ordered at short notice);

where we are unable to gain access to the Premises to carry out the Services at the times and dates we have agreed with you;

where the areas in the Premises have not be readied by you as we and you have agreed in order for us to perform the Services;

for other some unforeseen or unavoidable event or situation which is beyond our control.

Price, estimates and payment

7.1. Deviations in our charges outlined in the contract,

We may need to charge you a higher amount than stated in the contract. This can occur for a number of reasons, in particular where:

what you require us to do changes, or the amount of work or Services you require us to provide increases or is different to what we and you agreed before we started performing the Services; or

when we start performing the Services it becomes apparent that the amount of Services we will need to perform or the type of work that is involved is different to what we agreed before we started performing the Services and we could not reasonably foresee this before we started performing the Services.

Where the amount of work involved is greater than that stated in the contract then following will happen:

if the amount of extra time we need to spend to finish performing the Services will mean that the extra amount payable by you will not exceed 20% of the amount stated in the estimate, then we will carry on providing and completing the Services without contacting you and obtaining your agreement;

otherwise we will not continue performing the Services and we will seek your approval to the extra amount that you will need to pay, unless:

it is not possible to contact you within a reasonable time; or

it is not safe not to carry out and finish performing the Services (for example, your goods or premises may be left in a dangerous condition if the Services are not completed. This is particular to glass).

7.2. When payment is required

Payment for our Services is normally made upon issuance of an invoice:

As a pre-payment for the bins leased, 1 month in advance, a set of bin liners and delivery fee of the equipment and;

As a post service payment for the collections.

7.3. GST

All amounts stated (whether orally or in writing) are exclusive of GST.

7.4. If you do not pay when required to

If you fail to make payment by the date or time we and you agree, we may:

charge you interest (at an interest rate of 5%) on any outstanding amounts if those outstanding amounts remain unpaid for more than 28 days from the date of our invoice or when we asked you first to pay them.

7.5. Where you seek to not pay amounts due to us

You will not refuse to pay any amount owing to us where there is only a minor or inconsequential defect or error in the performance of the Services. You will be entitled only to refuse to pay no more than a proportionate amount of any amount due.

Exclusion and limitation of liability

We do not exclude or limit liability for our negligence or negligent omission which causes you personal injury or death.

We shall only be liable for any loss or damage suffered by you which is a reasonably foreseeable consequence of a breach by us of this contract. In the event that any loss or damage suffered by you relates to your business activities then we exclude all liability for any business loss and in particular we exclude all liability for loss of profits or other economic loss arising out of a breach of this contract.

Communicating with us

You can always telephone (our contact numbers are Operations Manager: 0491 744 680 and Business Coordinator: 0491 629 733).

However, for important matters we suggest that you use email and send any communications by email to operations@greenbatch.com.

Termination of contract by you

Once we and you enter into a binding contract you will normally not be able to terminate the contract, except where we agree or as otherwise provided for in this contract.

You may terminate this contract by providing 30 days notice in writing to do the same.

If the contract is terminated then you will be responsible for the cost of:

any of our time in performing the Services up to the date we stop providing the Services; and

any equipment that has been lost or damaged or not returned.

In the circumstances of termination we will first deduct the amounts for which you are responsible from any deposit you have paid. Any remaining deposit will be returned to you. If the amount owing is greater than the deposit we will invoice you for the amount in excess of the deposit.

If the contract is terminated you will be required to pay to us a reasonable amount for the losses and costs (including loss of profit) we have suffered. Amendments to the contract terms and conditions

We will have the right to amend the terms and conditions of this contract where:

we need to do so in order to comply with changes in the law or for regulatory reasons; or

we are changing the rates we charge for the provision of Services as provided for in clause 7; or

we need to correct any errors or omissions (and this right includes the right to change any of the documentation which forms part of the contract), as long such correction is minor and does not materially affect the contract; or

we need to correct any errors or omissions (and this right includes the right to change any of the documentation which forms part of the contract), as long such correction is minor and does not materially affect the contract.

Where we are making any amendment/s we will give you 30 days' prior notice (unless the contract is terminated before that period).

Contacting each other

If you wish to send us any notice or letter please use the email address of operations@greenbatch.com. If we wish to send you a letter or notice we will use the address you have provided.

Law and jurisdiction

This Agreement takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in Western Australia, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

Signed on this date:___________________________

By ‘You’ ________________________________

Signature ___________________________________

and

By the ‘Provider’ Greenbatch Foundation, Natasha Rogers, Operations Manager

Signature___________________________________

Signed on this date:___________________________

Annexure

1. Containers that are collected by You can be donated to any charity organisation, including Greenbatch Foundation. If there is not a clear identification of who the containers will be donated to the default charity is Greenbatch Foundation Ltd.

To actively donate to Greenbatch Foundation the following scheme ID needs to be attached to the containers; C10241741.