Cleaner Agreement
A Background
A.1 Clear Bond supplies and manages recurring and other cleaning services for its clients.
A.2 The Contractor carries on an independent cleaning business and may choose to accept
individual cleaning assignments offered by Clear Bond.
A.3 The parties wish to set out the terms that apply whenever the Contractor accepts an
assignment.
1 Definitions and Interpretation
1.1 In this agreement:
Accepted Job means a Job Offer that the Contractor has accepted in writing, including by
email, text message or an approved business system.
Agreement means this Independent Contractor Cleaning Services Agreement, its schedules
and each Accepted Job.
Clear Bond Services means the entity identified as Clear Bond in the parties table.
Client means a person or entity that obtains or may obtain services from Clear Bond.
Client Information means a Client's identity, contact details, address, access details, service
history, preferences, prices and other information relating to the Client.
Clear Bond Services Independent Contractor Cleaning Services Agreement
Confidential Information means all non-public commercial, operational, financial, technical
and Client Information of Clear Bond, excluding information that is lawfully public or
independently developed without use of that information.
Contractor Personnel means any approved employee, subcontractor or substitute used by
the Contractor.
Pre-existing Client means a Client listed in Schedule 1 with whom the Contractor had a
genuine, documented service relationship before Clear Bond introduced that Client or
offered work for that Client.
Introduced Client means a Client whose identity, contact details, premises or requirements
are disclosed to the Contractor by or through Clear Bond, or for whom the Contractor is
offered or performs Services, excluding a Pre-existing Client listed in Schedule 1.
Job Brief means the scope, location, time, priorities, access information, rate and other
requirements issued for an Accepted Job.
Job Offer means an invitation from Clear Bond for the Contractor to perform specified
Services.
Restricted Services means cleaning or closely related property services that are substantially
similar to services offered by Clear Bond to an Introduced Client and about which the
contractor performed work or received Confidential Information.
Services means the cleaning and related services described in an Accepted Job.
1.2 A reference to writing includes email, text message and an approved electronic business
system. Headings do not affect interpretation. The singular includes the plural and vice versa.
1.3 If an Accepted Job conflicts with this agreement, the Accepted Job prevails only for the specific
scope, rate, location and timing of that job. This agreement otherwise prevails.
2 Term and Non Exclusivity
2.1 This agreement starts on the commencement date in Schedule 1 and continues until
terminated under clause 21.
2.2 The arrangement is non-exclusive. Clear Bond is not required to offer any minimum amount of
work, and the Contractor is not required to accept any Job Offer.
2.3 The Contractor may provide services to other clients and businesses, including competitors of
Clear Bond, provided the Contractor complies with clauses 14, 15 and 16.
3 Job Offers and Acceptance
3.1 Clear Bond may issue a Job Offer stating the Client location, service date and time, expected
duration, scope, priorities, rate, equipment arrangement and any special requirements.
3.2 The Contractor may accept or decline a Job Offer without penalty. No Job Offer is binding until
accepted by the Contractor in writing.
3.3 Before accepting, the Contractor must satisfy itself that it has the availability, capability,
personnel, equipment, insurance and information required to complete the Services safely
and to the agreed standard.
3.4 Once accepted, the Contractor must perform the Accepted Job unless released by Clear Bond or
prevented by circumstances outside the Contractor's reasonable control. The Contractor must
notify Clear Bond as soon as possible of any risk to attendance or completion.
4 Services and Performance
4.1 The Contractor must perform each Accepted Job with due care, skill and diligence, in a
professional and lawful manner, and so that the agreed service outcome and Client priorities
are met within the booked time where reasonably possible.
4.2 Subject to the agreed outcome, Client access and safety requirements, the Contractor controls
the manner and method of performing the Services and is responsible for organising its own
business operations.
4.3 The Contractor must not perform extra work, extend the booked time or incur additional
charges without written approval from Clear Bond.
4.4 If the booked time is insufficient, an area is inaccessible, the condition materially differs from
the Job Brief, or a hazard or pre-existing damage is identified, the Contractor must promptly
notify Clear Bond, follow the agreed priorities and record incomplete items and relevant
evidence.
4.5 The Contractor must not make promises, price changes, refunds, credits, variations or
admissions of liability to a Client on behalf of Clear Bond without written authority.
5 Independent Contractor Relationship
5.1 The Contractor enters this agreement as an independent business and not as an employee,
partner, agent or representative of Clear Bond.
5.2 Except where the law requires otherwise, the Contractor is responsible for its own tax, GST,
registrations, business expenses, insurance, licences, permits and obligations to Contractor
Personnel.
5.3 The Contractor has no authority to bind Clear Bond, incur liabilities in Clear Bond's name or
represent that it has such authority.
5.4 The description of the relationship in this agreement does not override applicable law. The
parties must conduct the relationship consistently with its genuine independent nature and
promptly address any material change in how the arrangement operates.
6 Contractor Personnel and Delegation
6.1 The Contractor may propose suitably qualified Contractor Personnel or a substitute to perform
an Accepted Job. Clear Bond's prior approval is required because of Client safety, access,
insurance and quality requirements, and approval must not be unreasonably withheld or
delayed.
6.2 The Contractor remains responsible for the acts, omissions, payment, supervision, insurance
and legal compliance of Contractor Personnel as if they were the Contractor's own acts and
omissions.
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6.3 Contractor Personnel must satisfy the checks, confidentiality, conduct, safety and insurance
requirements applying to the Accepted Job before receiving Client Information or attending a
Client site.
7 Fees Invoicing GST and Superannuation
7.1 The fee for each Accepted Job is the amount stated in the Job Offer and accepted by the
Contractor. The Contractor is responsible for deciding whether the offered fee is commercially
suitable before acceptance.
7.2 Unless the Accepted Job states otherwise, the Contractor must submit a valid invoice in
accordance with the invoice cycle in Schedule 1. Clear Bond must pay the undisputed amount
by the payment day in Schedule 1.
7.3 If the Contractor is registered for GST, the Contractor may add GST to a taxable supply where
the accepted fee is stated to be exclusive of GST and must provide a valid tax invoice. If the fee
is stated to include GST, no additional GST is payable.
7.4 Clear Bond may withhold a genuinely disputed amount while the parties promptly investigate
it, but must pay the undisputed balance on time. Clear Bond may set off a documented amount
owed by the Contractor only after giving written details and a reasonable opportunity to
respond, except in urgent cases involving fraud or unlawful conduct.
7.5 If Clear Bond is legally required to withhold tax or make superannuation contributions for the
Contractor, Clear Bond may comply with that obligation and the Contractor must provide the
information reasonably required for compliance. A description of the Contractor as
independent does not remove any statutory superannuation obligation.
7.6 The Contractor must keep its own financial and taxation records and may obtain independent
tax advice.
8 Cancellations Delays and No Access
8.1 If a Client or Clear Bond cancels or changes an Accepted Job, the Contractor is entitled only to
any cancellation payment expressly stated in the Accepted Job or Schedule 1.
8.2 If the Contractor cannot attend, it must notify Clear Bond immediately and provide reasonable
information about the expected delay or inability to perform. The Contractor must not
arrange a replacement directly with the Client.
8.3 Repeated late cancellation, non-attendance or material lateness may be treated as a
performance issue and may result in fewer Job Offers or termination, after Clear Bond
considers the circumstances and gives the Contractor a reasonable opportunity to respond.
8.4 If safe and authorised access is unavailable, the Contractor must not force entry or remain at
the premises without permission. The Contractor must promptly contact Clear Bond and
follow its reasonable access instructions.
9 Equipment Products Vehicles and Expenses
9.1 The equipment and product arrangement for the Services is stated in Schedule 1 or the
Accepted Job.
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9.2 Where the Contractor supplies equipment or products, they must be safe, suitable, maintained
and used in accordance with manufacturer instructions and applicable law. The Contractor
bears its own ordinary operating, travel, parking, telephone and equipment expenses unless
an Accepted Job states otherwise.
9.3 The Contractor is responsible for ensuring that any vehicle used for the Services is registered,
roadworthy and appropriately insured.
10 Quality Standards and Rectification
10.1 The Contractor must meet the outcome, scope and priorities in the Job Brief and the service
standards in Schedule 3.
10.2 The Contractor must provide the completion confirmation, notes and photographs required
by the Job Brief, while respecting Client privacy.
10.3 If Services fail to meet the agreed standard because of the Contractor's breach, Clear Bond
may require the Contractor to rectify the affected work within a reasonable time at no
additional charge, provided Clear Bond gives sufficient details and a reasonable opportunity to
respond.
10.4 If the Contractor cannot or does not complete an agreed rectification within the required
reasonable period, Clear Bond may arrange another provider and recover the reasonable
direct additional cost to the extent caused by the Contractor's breach.
10.5 The Contractor is not responsible for pre-existing damage, permanent staining, ordinary
wear, inaccessible areas, unsafe work, Client changes, or incomplete lower-priority work
caused by insufficient booked time, provided the Contractor promptly reports the issue and
follows the agreed priorities.
11 Client Conduct Access and Security
11.1 The Contractor must be respectful, discreet and professional at Client premises and must not
engage in harassment, discrimination, threatening conduct, theft, dishonesty or unlawful
conduct.
11.2 Keys, access codes, alarm details and other security information may be used only for the
relevant Accepted Job and must be protected from unauthorised access, copying or disclosure.
11.3 The Contractor must immediately report lost keys, compromised codes, property damage,
injury, safety incidents, suspected theft, complaints and any material Client concern to Clear
Bond.
11.4 The Contractor must direct questions about pricing, future bookings, complaints, refunds,
changes and additional services to Clear Bond. Ordinary on-site communication needed to
perform the Services is permitted.
12 Work Health and Safety
12.1 Each party must comply with its duties under work health and safety laws. The Contractor
must take reasonable care for its own safety and the safety of others affected by its work.
Clear Bond Services Independent Contractor Cleaning Services Agreement
12.2 The Contractor must identify and control reasonably foreseeable risks relating to chemicals,
electrical equipment, slips, manual handling, ladders, animals, biological hazards and other
site conditions relevant to the Services.
12.3 The Contractor may stop or refuse unsafe work without penalty and must promptly notify
Clear Bond of the hazard and any proposed safe alternative.
12.4 The Contractor must promptly report incidents and cooperate with lawful investigations,
insurance requirements and corrective action.
13 Insurance Registrations and Checks
13.1 The Contractor must maintain the insurance, registrations, checks and evidence specified in
Schedule 1 throughout the term and provide current certificates or evidence on reasonable
request.
13.2 The Contractor must notify Clear Bond immediately if any required insurance, ABN,
registration, licence, police check or work entitlement expires, is suspended, is cancelled or
becomes materially restricted.
13.3 The Contractor must maintain workers compensation insurance where legally required for
Contractor Personnel.
14 Confidentiality and Privacy
14.1 The Contractor may use Confidential Information only to assess and perform Job Offers and
to meet legal obligations.
14.2 The Contractor must not disclose Confidential Information except to approved Contractor
Personnel who need it for an Accepted Job and are bound by equivalent obligations, or where
disclosure is required by law.
14.3 The Contractor must use reasonable security measures to protect Client Information,
including addresses, contact details, photographs, access codes and service notes, and must
immediately report any loss, unauthorised access or disclosure.
14.4 On request or termination, the Contractor must return or securely delete Confidential
Information, except records required by law, and confirm compliance if reasonably requested.
14.5 This clause continues after termination.
15 Business Records Brand and Materials
15.1 Clear Bond owns its Client lists, booking records, forms, checklists, pricing, scripts,
photographs supplied by Clear Bond, branding and other materials created or supplied for its
business.
15.2 The Contractor may use Clear Bond's name and materials only as authorised for an Accepted
Job and must not hold itself out as an employee, partner or authorised agent.
15.3 The Contractor retains ownership of its pre-existing tools, systems, know-how and materials.
To the extent the Contractor creates a completion record specifically for an Accepted Job, the
Contractor grants Clear Bond a perpetual, royalty-free licence to use that record for Client
service, quality, insurance, dispute and compliance purposes.
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16 Client Non Solicitation and Non Circumvention
16.1 The Contractor acknowledges that Clear Bond invests in marketing, customer acquisition,
quoting, administration, payment systems, service recovery and Client goodwill, and that
Client Information and introductions are legitimate business interests of Clear Bond.
16.2 During this agreement and for 6 months after the Contractor last performs Services for, or
receives material Client Information about, an Introduced Client, the Contractor must not,
without Clear Bond's prior written consent, directly or indirectly:
(a) solicit, canvass, entice, induce or encourage the Introduced Client to cease or reduce
business with Clear Bond or to obtain Restricted Services outside Clear Bond;
(b) provide, agree to provide, arrange or assist another person to provide Restricted Services
directly to the Introduced Client where the opportunity arose from Clear Bond's
introduction, the Services or Client Information;
(c) accept a direct booking, payment or other benefit from the Introduced Client for Restricted
Services outside Clear Bond; or
(d) assist, encourage or enable another person to do anything prohibited by this clause.
16.3 If an Introduced Client approaches the Contractor about booking or paying for Restricted
Services outside Clear Bond, the Contractor must promptly notify Clear Bond, explain that the
booking must be arranged through Clear Bond and must not accept the engagement unless
Clear Bond gives written consent.
16.4 Clause 16 does not prevent the Contractor from:
(a) servicing a genuine Pre-existing Client disclosed in Schedule 1 before Clear Bond introduces
or offers work for that Client;
(b) conducting general advertising that is not targeted at an Introduced Client and does not use
Confidential Information;
(c) working for other clients, cleaning businesses or competitors that are not Introduced
Clients; or
(d) performing work for an Introduced Client through Clear Bond or with Clear Bond's written
consent.
16.5 The parties agree that this clause is limited to the Client relationships and Restricted Services
connected with Clear Bond and does not impose a general prohibition on competition. The
Contractor acknowledges that the scope and 6-month period are intended to be no wider than
reasonably necessary to protect Clear Bond's Client goodwill and confidential introductions.
16.6 A breach or threatened breach may cause harm that is difficult to quantify. Clear Bond may
seek any remedy available at law or in equity, including an injunction, damages or an account
of profits where ordered by a court. This clause does not impose a fixed penalty and does not
prevent the Contractor from disputing liability or loss.
16.7 Each restriction in this clause is to operate to the maximum extent permitted by law. If part of
the clause is invalid or unenforceable, it is severed only to the minimum extent necessary, and
the remaining parts continue where legally possible.
16.8 This clause continues after termination.
17 Conflicts of Interest
17.1 The Contractor must disclose any actual conflict that could materially affect an Accepted Job,
Client confidentiality, safety or the Contractor's ability to perform the Services.
17.2 A conflict does not arise merely because the Contractor works for another cleaning business
or its own private clients.
18 Records and Compliance Information
18.1 The Contractor must keep accurate records reasonably necessary to support invoices,
attendance, completion, incidents and compliance for Accepted Jobs.
18.2 Clear Bond may request reasonable evidence relating to an Accepted Job, required insurance,
legal work rights, registrations, safety or a Client complaint. A request must be proportionate
and must not require disclosure of unrelated confidential information about the Contractor's
other clients.
19 Damage Complaints and Cooperation
19.1 The Contractor must promptly notify Clear Bond of any actual or alleged damage, loss, injury,
complaint or claim connected with the Services and must preserve relevant evidence.
19.2 Neither party may admit liability, settle a claim or make a public statement on behalf of the
other without written authority, except where required by law.
19.3 The parties must reasonably cooperate with Client communication, insurers and
investigations while protecting privacy and legal rights.
20 Liability and Indemnities
20.1 Each party is responsible for loss, damage, liability, cost or expense to the extent caused by its
breach of this agreement, negligence, unlawful conduct or wilful misconduct.
20.2 The Contractor indemnifies Clear Bond against third-party claims to the extent caused by the
Contractor's or Contractor Personnel's breach, negligence, property damage, personal injury,
unlawful conduct or infringement of another person's rights.
20.3 Clear Bond indemnifies the Contractor against third-party claims to the extent caused by
Clear Bond's breach, negligence, unlawful conduct or materially incorrect instructions.
20.4 An indemnity is reduced to the extent the indemnified party caused or contributed to the loss
or failed to take reasonable steps to mitigate it.
20.5 Neither party excludes liability that cannot lawfully be excluded. Subject to that limitation,
neither party is liable for remote or indirect loss that was not reasonably foreseeable when
the agreement was made.
21 Termination
21.1 Either party may terminate this agreement by giving 7 days' written notice. The Contractor
may stop accepting new Job Offers at any time.
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21.2 Either party may terminate immediately by written notice if the other party commits a
serious breach that cannot be remedied, commits fraud or deliberate dishonesty, engages in
unlawful or unsafe conduct, becomes insolvent, or materially breaches confidentiality, Client
security or clause 16.
21.3 For a remediable material breach, the affected party must give written details and at least 5
business days to remedy before termination, unless an urgent Client, safety, privacy or legal
risk requires immediate suspension.
21.4 Clear Bond may suspend Job Offers or Client access while reasonably investigating a serious
safety, security, insurance, privacy, dishonesty or quality concern, and must act promptly and
give the Contractor a reasonable opportunity to respond.
22 Consequences of Termination
22.1 Termination does not affect accrued rights. Clear Bond must pay valid undisputed invoices
for properly completed Services, subject to lawful set-off.
22.2 The Contractor must return keys, property, records and Confidential Information and must
not contact Clients except as authorised to complete a transition.
22.3 Clauses intended by their nature to continue after termination, including clauses 14, 15, 16,
19, 20, 22 and 23, continue.
23 Dispute Resolution
23.1 A party claiming a dispute must give written details. A representative of each party must
meet or speak within 5 business days and attempt in good faith to resolve it.
23.2 If unresolved after 10 business days, either party may propose mediation in Brisbane through
a mutually agreed mediator before commencing court proceedings.
23.3 This clause does not prevent urgent injunctive relief, recovery of an undisputed debt, an
application to a regulator or tribunal, or exercise of a statutory workplace right.
24 Notices
24.1 A notice must be in writing and sent to the email or physical address stated in Schedule 1 or
most recently notified in writing.
24.2 An email is taken to be received when it enters the recipient's information system unless the
sender receives an automated failure notice. A notice received after 5:00 pm on a business day
is taken to be received on the next business day.
25 General
25.1 A variation must be in writing and agreed by both parties. A Job Offer may vary only the job-
specific matters described in clause 1.3.
25.2 Neither party may assign this agreement without the other's written consent, not to be
unreasonably withheld, except that Clear Bond may assign it as part of a genuine sale or
restructure of its business on written notice if the assignee assumes Clear Bond's obligations.
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25.3 This agreement records the entire agreement about its subject matter and replaces earlier
discussions or understandings about that subject matter.
25.4 A waiver is effective only in writing and only for the specific matter waived. Delay in
exercising a right is not a waiver.
25.5 If a provision is invalid or unenforceable, it is severed to the minimum extent necessary and
the remaining provisions continue, subject to clause 16.7.
25.6 This agreement may be signed in counterparts and electronically. All signed counterparts
together form one agreement.
25.7 Queensland law governs this agreement. The parties submit to the courts of Queensland and
courts entitled to hear appeals from them