This is a template of our Brokerage Agreement for you to review prior to registering on the Five Good Friends Platform. Your personalised copy of this Brokerage Agreement will be available from inside your Account via the App.
Five Good Friends Brokerage Agreement for Helpers
This agreement is made [insert date]
BETWEEN
Five Good Friends ABN 87 605 031 249 of Level 8, 154 Melbourne Street, South Brisbane Queensland 4101 (Five Good Friends)
and
[insert name] ABN [insert ABN] of [insert address] (Helper)
Recitals
A Five Good Friends is:
(i) a registered provider pursuant to the Aged Care Act and a registered NDIS provider pursuant to the NDIS Act; and
(ii) in the business of assisting Members who need aged care or NDIS services to access aged care or NDIS funding to contribute to the cost of the services and connect with Helpers to deliver the services to the Member.
B The Helper wishes to provide Services to Five Good Friends' Members from time to time.
C Five Good Friends and the Helper have agreed that the Helper will provide the Services to Five Good Friends’ Members during the Term in accordance with the terms and conditions of this Agreement in respect of the arrangements between Five Good Friends and the Helper.
Agreed terms
1 - Definitions and Interpretation
1.1 In this Agreement words and phrases used have the meanings as set out in Schedule 1.
2 - Term, Appointment and Relationship between the Parties
2.1 The rights and obligations of the parties under this Agreement will:
(a) commence on the Commencement Date and will operate during the Term; and
(b) apply in respect of each instance of an engagement by a Member of the Helper (including the Helper's Personnel) to provide Services.
2.2 The Helper is an independent contractor approved by Five Good Friends to provide the Services to Five Good Friends’ Members during the Term in accordance with:
(a) this Agreement, as it governs the relationship between Five Good Friends and the Helper; and
(b) any agreement between the Helper and a Member, which is recorded via the App, for the Helper to provide Services to the Member.
2.3 This Agreement does not create a relationship of employer and employee, principal and agent, joint venture, directorship or partnership between Five Good Friends and the Helper or any of the Helper’s Personnel.
2.4 The Helper acknowledges that:
(a) as a registered provider (for aged care) and a registered NDIS provider, Five Good Friends is responsible for ensuring Helpers and Helper's Personnel meet the requirements set out in the Aged Care Act and the NDIS Act, including subordinate legislation, regulations and rules;
(b) it does not have the authority to incur, and agrees not to incur any obligation or liability on behalf of Five Good Friends, except with the express written consent and/or instructions of Five Good Friends.
2.5 Five Good Friends acknowledges and agrees that the Helper is engaged in business on the Helper's own account. Subject to ensuring that the provision of services by it to or for any other person or entity does not interfere with the provision of the Services in the manner required by this Agreement and compliance with clause 15.3, nothing in this Agreement prevents or restricts the Helper providing services to any other person or entity.
2.6 The Helper acknowledges that they are:
(a) an Aged Care Worker under the Aged Care Act and they must comply with the obligations of an Aged Care Worker, including those in clause 4.1, in the provision of Services to Members;
(b) working in an NDIS Risk Assessed Role under the NDIS Code of Conduct, and must comply with the obligations of an NDIS Risk Assessed Role, including those set out in clause 4.1, when providing Services to Members.
3 - Provision of Services
3.1 Unless otherwise agreed, Five Good Friends only approves the Helper during the Term to provide, and will only pay for, Services which are requested and duly authorised by Five Good Friends’ Members or their Authorised Representative and recorded via the App.
3.2 The Helper:
(a) is responsible for determining the manner in which the Services will be provided, subject to compliance with this Agreement;
(b) determines the hours they work in providing the Services to the Member (this is to be negotiated directly between the Helper and the Member);
(c) sets the rates charged to the Member in providing the Services as agreed and negotiated with the Member;
(d) provides all tools and equipment used in providing the Services to the Member, including car, mobile phone, Personal Protective Equipment (PPE), and other tools of trade;
(e) generates the invoice for Services rendered to the Member (via the App) and makes the request for payment to the Member directly (via the App);
(f) warrants that they and the Helper's Personnel are competent in respect of the provision of the Services, and agrees to make themselves and the Helper's Personnel available for assessment and auditing by Five Good Friends upon request in this regard.
3.3 If the Helper considers that a Service for a particular Member should be varied, the Helper may request that the Care Team review the Member’s Help Plan and/or Budget. The Care Team may authorise a temporary variation in Services pending a full review of the Help Plan and/or Budget. Providing additional Services without Care Team approval may incur costs that are unable to be funded, and paid to the Helper.
3.4 The Helper acknowledges that Five Good Friends relies on the evidence provided by the Helper of any specialised skill and knowledge of the Helper in providing the Services in a manner that is compliant with relevant laws and without risks to health and safety.
3.5 Variation and cancellation of Services during the Term
(a) Five Good Friends may, in its absolute discretion, alter or discontinue the provision of Services by the Helper to a Member at any time by providing verbal or written notice to the Helper, and the Helper must promptly comply with any directions issued by Five Good Friends in this regard.
(b) Five Good Friends will pay the relevant proportion of Service Fees for any part of the Services performed prior to cancellation or variation.
4 - Helper Obligations
4.1 General obligations
The Helper must:
(a) act in a lawful, competent, professional and timely manner, and in accordance with the policies and procedures provided by Five Good Friends as amended from time to time in Five Good Friends' discretion;
(b) act as part of the Member’s multidisciplinary team by communicating, collaborating, and following directions from other team members (for example, general practitioners and allied health professionals) as required;
(c) enable notifications from the Five Good Friends app;
(d) allow location access for the Five Good Friends app;
(e) be responsive to communications about opportunities to provide Services to Members;
(f) generally, provide at least one Service every 6 months;
(g) report, and must ensure that its Helper's Personnel report, all complaints and feedback regarding the Services provided under this Agreement to Five Good Friends as soon as possible;
(h) act in a manner that meets, and does not cause Five Good Friends to fail to comply with, the requirements of the Aged Care Act including the Aged Care Quality Standards and the Aged Care Code of Conduct;
(i) act in a manner that meets, and does not cause Five Good Friends to fail to comply with, the requirements of the NDIS Act including the NDIS Practice Standards and the NDIS Code of Conduct;
(j) act in a manner that complies with all other relevant legislation, including in respect of the Helper's Personnel, including but not limited to employment and anti-discrimination laws, work health and safety laws, taxation laws, worker's compensation, privacy laws and copyright laws;
(k) use the Five Good Friends’ App and platform in accordance with Five Good Friends’ Code of Conduct and the Lookout End User Terms & Conditions;
(l) deliver to Five Good Friends all notices and documents received from time to time by the Helper in relation to a Member or Help Plan that are relevant to the Services;
(m) give consideration to all communications and representations from time to time made by Five Good Friends in respect of Members, Help Plans and Services;
(n) if the Helper anticipates that they will be unavailable to provide the Services for any given period, provide Five Good Friends with notice via the App or by any other means specified by Five Good Friends from time to time, as soon as possible;
(o) immediately report to Five Good Friends any risks or likely risks associated with the Services;
(p) report to Five Good Friends any Reportable Incidents and emergencies in accordance with this Agreement; and
(q) notify Five Good Friends of any change to their ABN or GST status.
4.2 Worker Screening Requirements
(a) The Helper must ensure that the Helper and the Helper's Personnel engaged in the provision of Services under this Agreement:
(i) comply with all Worker Screening Checks, including under Applicable Laws and including obtaining the Worker Screening Checks at Schedule 2;
(ii) obtain and provide the Worker Screening Checks to Five Good Friends:
(A) on or before the Commencement Date;
(B) prior to the Helper making any delegation under this Agreement to a Helper's Personnel;
(C) upon the renewal of a Worker Screening Check; and
(D) at any time on request by Five Good Friends during the Term;
(iii) take such steps as are reasonable or required by any Applicable Laws to assist Five Good Friends to verify the validity and the authenticity of any Worker Screening Checks to enable Five Good Friends to ensure that they are current and valid.
(b) Without limiting the Helper's obligations under clause 4.2(a), the Helper also authorises Five Good Friends to carry out such Worker Screening Checks insofar as possible and must provide all assistance Five Good Friends reasonably requires to comply with its obligations under relevant laws with respect to the Worker Screening Checks.
(c) The Helper acknowledges that some Worker Screening Checks must be renewed periodically. The Helper must ensure that renewals are undertaken so that no Worker Screening Checks lapse.
(d) The Helper will undertake the Worker Screening Checks and any renewals at its own expense.
(e) The Helper must notify Five Good Friends:
(i) of any circumstances which affect or could potentially affect, the Helper or a Helper's Personnel's ongoing eligibility to hold a Worker Screening Check, including during a future renewal process for a Worker Screening Check, immediately upon becoming aware of that circumstance (for example, being charged with a criminal offence);
(ii) of any issues identified through any Worker Screening Checks which could potentially affect the Helper or a Helper's Personnel (as relevant) suitability to provide the Services; and
(iii) if any Worker Screening Checks are cancelled, terminated or not renewed, immediately upon this occurring.
(f) The Helper acknowledges and understands that:
(i) the Worker Screening Checks must be obtained in accordance with legislation;
(ii) results of the Worker Screening Checks must be satisfactory to Five Good Friends;
(iii) this Agreement may be terminated by Five Good Friends in accordance with clause 16.2, in the event of unsatisfactory Worker Screening Checks being returned in respect of the Helper or any Helper's Personnel; and/or
(iv) Five Good Friends' authorisation for a Helper's Personnel to provide Services pursuant to clause 5.3 below may be withheld or subsequently immediately revoked, in the event of unsatisfactory Worker Screening Checks being returned in respect of a particular Helper's Personnel.
(g) If a National Police Certificate in respect of the Helper or any Helper's Personnel records any criminal history, the Helper agrees not to allow the person in respect of whom that check was undertaken to provide Services until Five Good Friends has been given the opportunity to consider whether that person is a suitable person to provide or continue to provide Services, having regard to the criminal history.
(h) To ensure Five Good Friends complies with its obligations under applicable laws with respect to criminal history checks, the Helper must, upon request:
(i) give Five Good Friends access to its systems and procedures in relation to Worker Screening Checks;
(ii) provide such information and documents as Five Good Friends requires on a quarterly basis to satisfy Five Good Friends that the Helper is complying with its systems and procedures in relation to Worker Screening Checks;
(iii) take such action as may be required by Five Good Friends to remedy any issues identified with the Helper’s systems and procedures in relation to Worker Screening Checks; and
(iv) give Five Good Friends upon request a copy of all documents in relation to Worker Screening Checks.
(i) The Helper will ensure that it retains the applicable current Worker Screening Check identifiers and renewal dates in respect of each Helper and Helper's Personnel, and must provide Five Good Friends with an organisational policy on employee Worker Screening Checks.
4.3 Notification requirements
The Helper must notify Five Good Friends if the following occurs:
(a) an Aged Care Exclusion Decision for the Helper or any Helper's Personnel;
(b) an NDIS Exclusion Decision is in force for the Helper or any Helper's Personnel;
(c) an Aged Care Clearance Decision or NDIS Clearance Decision is suspended;
(d) where the Helper or any Helper's Personnel has a Police Certificate issued to comply with the Worker Screening Checks, the Helper or any Helper's Personnel is subject to any:
(i) convictions of murder or sexual assault;
(ii) convictions of, and sentences to imprisonment for, any other form of assault;
(e) any health professional registration for the Helper or any Helper's Personnel being subject to any suspensions or exclusions;
(f) where Services are being provided under CHSP, the Helper or any Helper's Personnel is subject to any:
(i) convictions involving the death of a person;
(ii) convictions and sentences to imprisonment for at least 1 year for a sex related offence (including sexual assault against an adult or child, child abuse material offences or an indecent act involving a child) or an offence involving dishonesty.
4.4 Qualifications, other authorisations, and training
(a) The Helper must provide to Five Good Friends:
(i) on or before the Commencement Date;
(ii) prior to the Helper making any delegation under this Agreement to a Helper's Personnel;
(iii) upon the renewal of a qualification; and
(iv) at any time on request by Five Good Friends during the Term,
such documentary evidence as may be reasonably requested by Five Good Friends as to the:
(v) qualifications;
(vi) professional experience;
(vii) professional registrations;
(viii) professional and personal references
(ix) driver's licence;
(x) vehicle registration status,
of the Helper and any Helper's Personnel.
(b) The Helper must, and must ensure that its Helper's Personnel, if required by a relevant regulator and/or if requested by Five Good Friends:
(i) have any requisite qualifications or registrations;
(ii) undertake ongoing professional development; and
(iii) complete training.
(c) If individual Members’ care requires specific skills or competencies for which the Helper is not already qualified, the Helper may be entitled to access training, and may be assessed as to competency, by Five Good Friends.
(d) Any qualifications, other authorisations (e.g. licences) and training required under this Agreement must be obtained at the Helper's expense.
4.5 Records
(a) The Helper must maintain during the Term and, unless otherwise notified by Five Good Friends, for 7 years after the Termination Date, complete and accurate records relating to the performance of its obligations under this Agreement.
(b) All notes relating to Members’ care should be stored in the notes feature in the App as requested when checking out of a visit.
4.6 Five Good Friends will provide the Helper with a copy of the Member’s Help Plan via the App. The Helper must inform the Care Team of any change in circumstances, issues or concerns regarding a Member as soon as they arise. All verbal communications from the Helper pursuant to this clause must also be confirmed in writing.
4.7 The Helper must implement a process where they and the Helper's Personnel are required to report any changes in a Member’s circumstances to the Helper who will inform the Care Team as soon as practicable and leave notes against the visit when acquitting the visit in the App.
5 - Use of Helper's Personnel
5.1 The Helper may delegate or sub-contract some or all of its obligations to provide Services under this Agreement to the Helper's Personnel, provided such delegation complies fully with the terms of this Agreement including as set out in this clause 5.
5.2 The Helper must not retain volunteers to provide Services under this Agreement.
5.3 The Helper must first obtain the prior written approval of Five Good Friends to the delegation of duties to a Helper's Personnel, before responsibility for provision of Services to a Member is delegated to that Helper's Personnel. The Helper understands and acknowledges that:
(a) Five Good Friends must assess a proposed Helper's Personnel's suitability and qualifications to provide the Services;
(b) all Helper's Personnel must undertake induction with Five Good Friends prior to providing the Services;
(c) the Helper's Personnel must submit to assessment and auditing regarding competency by Five Good Friends as required.
5.4 The Helper must ensure that all of its Helper's Personnel are aware of and understand the terms of this Agreement, and all of its Helper's Personnel comply with the terms of this Agreement including any obligations imposed on the Helper.
5.5 The Helper is responsible for all acts and omissions of the Helper's Personnel.
5.6 The Helper is responsible for complying with all legislation and other legal requirements relating to the employment or engagement of the Helper's Personnel, including but not limited to:
(a) maintaining valid worker’s compensation policies in relation to the Helper's Personnel;
(b) complying with:
(i) the Fair Work Act 2009 (Cth); and
(ii) any applicable industrial instruments, including modern awards,
including by ensuring that the rates of pay and conditions of employment specified in all relevant laws and industrial instruments for all employees engaged in connection with provision of the Services, are always observed in full;
(c) complying with all relevant requirements under work health and safety legislation;
(d) withholding appropriate amounts of tax;
(e) making the required level of superannuation contributions; and
(f) holding and maintaining all insurances required by law.
To remove any doubt, Five Good Friends will not be responsible for paying any of these amounts to the Helper or the Helper’s Personnel including in respect of compliance with this Agreement.
6 - Five Good Friends' Obligations
6.1 Five Good Friends will:
(a) act as a clearing house for clearing funds;
(b) assist with debt collection regarding invoices sent by the Helper to the Member for the Services provided;
(c) ensure compliance with the obligations of a registered provider in respect of the provision of the Services by overseeing that the Services provided by the Helper to the Member are compliant with the Aged Care Quality Standards and the provisions of the Aged Care Act and the NDIS Practice Standards and the provisions of the NDIS Act;
(d) provide the Helper access to the Five Good Friends platform (including the App) to (among other things):
(i) be matched with potential Members;
(ii) create visits and record length of visits and notes of visits; and
(iii) manage invoicing between Helpers and Members.
7 - Work Health and Safety
7.1 Without limiting the Helper’s obligations under this Agreement, the Helper and the Helper's Personnel must ensure that:
(a) its work areas are free of hazards to their health and safety and the health and safety of others in those work areas, including Members;
(b) the Services are delivered in accordance with applicable work health and safety legislation; and
(c) they comply with Five Good Friends’ workplace safety policies and procedures as available on the Five Good Friends website.
7.2 The Helper and the Helper's Personnel must comply with Five Good Friends’ Drug and Alcohol Policy. The Helper and the Helper's Personnel agree that Five Good Friends can request that they attend drug and alcohol testing or another medical examination to establish that the person is fit for work.
8 - Reportable Incidents
8.1 The Helper and the Helper's Personnel must report immediately any Reportable Incident verbally to Five Good Friends as soon as the safety of those involved is ensured and then report in writing, as per the Five Good Friends Incident Management Policy and Workflow.
8.2 Five Good Friends will inform the Helper of any allegations of improper conduct which involve the Helper or the Helper's Personnel, including where such allegations are received from a third party.
8.3 Where there has been a Reportable Incident, Five Good Friends may take all necessary action in relation to a Reportable Incident to coordinate actions to ensure it’s the immediate safety and welfare of the Member, the Helper and the Helper's Personnel. The Helper agrees to cooperate with Five Good Friends and ensure that its Personnel cooperate with such necessary action by Five Good Friends.
9 - Medications
9.1 Medication must not be administered, supervised or monitored by any Helper or Helper's Personnel, or in any other manner, other than as set out in Five Good Friend’s Medication Support Policy and Workflow, as varied from time to time.
9.2 Any issues or concerns relating to medication will be a Reportable Incident, and the Helper must comply with clause 8.1.
10 - Emergencies
10.1 The Helper must:
(a) implement and follow Five Good Friends’ written policies and procedures for responding to Emergencies involving a Member; and
(b) provide evidence of how such written policies and procedures are followed, to Five Good Friends, upon request by Five Good Friends.
11 - Fees
11.1 Fees charged by Five Good Friends to Helpers
(a) Five Good Friends will charge the Helper the Five Good Friends Platform Access and Marketing Fee in respect of provision to the Helper by Five Good Friends of full access to Five Good Friends’ platform, technology (including the App), marketing, any training, assistance with debt collection, and invoicing system.
(b) Five Good Friends Platform Access and Marketing Fee ranges from 20% to 30% of Service Fees charged by the Helper to the Member and varies depending on factors including the government funding scheme the Member is using to pay for the Service amongst other factors.
(c) The Helper agrees that the Five Good Friends Platform Access and Marketing Fee charged by Five Good is a fair and reasonable amount for Five Good Friends’ assistance in respect of training, matching, insurance, administration, invoicing, provision of platform and technology, marketing, debt collection and risk.
11.2 Fees charged by Helpers to Members
(a) The Helper Service Fee is the fee charged by the Helper to the Member in respect of the provision of Services by the Helper to the Member and comprises:
(i) the rate to be charged by the Helper to the Member for the provision of Services (such rate to be agreed upon between the Member and the Helper and documented in the contract between the Helper and the Member, and will be visible in the Five Good Friends App when checking out of the visit);
(ii) any Transport Fee connected with the provision of the Service. The Transport Fee can be charged by the Helper to the Member as a rate per trip when the Helper submits their invoice via the Five Good Friends App. There must be prior agreement with the Member and the Transport Fee documented in the Member’s budget before the Transport Fee can be charged.
(b) To remove any doubt, the Helper reserves the right to set their own fees for the Services offered to and undertaken on behalf of Five Good Friends’ Members, subject to acceptance by Five Good Friends Members.
11.3 Service Cost
(a) The Service Cost is the overall hourly or unit price that will be paid (whether by Five Good Friends making a claim for Government funding, by the Member making a payment or contribution, or a combination of both) in respect of the Service delivered to a Member and includes the Helper Service Fee, the Five Good Friends Platform Access and Marketing Fee, other costs including Five Good Friends' associated administration and business costs and a profit margin.
(b) The Helper understands and agrees that:
(i) the Helper Service Fee forms part of, but not all of, the overall Service Cost; and
(ii) the Helper must not make any representations (including to the Member or their Authorised Representative) that the Helper Service Fee is the only amount that will be charged against the Member's package in respect of the Services provided to the Member.
12 -Payment and Invoicing
12.1 Helpers invoicing Members for the Helper Service Fee
(a) The Helper invoices Members for the Helper Service Fee via the App.
(b) Helpers must follow the following steps:
(i) upon completion of each visit, the Helper is to checkout via the App and:
(A) confirm the duration of the visit;
(B) confirm any kilometres travelled during the visit (if applicable) in respect of any chargeable Transport Fee; and
(C) leave relevant or requested notes and feedback.
(c) Upon completing this checkout process, the App will generate an invoice from the Helper to the Member’s nominated funder (Helper to Member Invoice).
(d) Each week, the App will generate a summary of the Helper’s Helper to Member Invoices for the previous one-week period for the Member or Authorised Representative.
(e) The Helper must advise Five Good Friends as soon as they become aware of any error pertaining to their checkout time, duration, or rate via the method specified by Five Good Friends. Any errors resulting in an underpayment to the Helper must be notified within 14 days of the fortnight ending within which the visit occurred.
12.2 Five Good Friends claiming on the Member’s nominated account, Support at Home Notional Account, or NDIS budget for the Service Cost
(a) the App will generate a statement from Five Good Friends to the Member for the Service Cost chargeable in respect of the Member in connection with Services provided to the Member for the previous week; and
(b) Five Good Friends will claim on the Member’s nominated account, Support at Home Notional Account, and/or NDIS budget the relevant component of the amount owing in the invoice described in clause 12.2(a) above, as relevant to the contribution required to be made by the Member and from government funding.
12.3 Five Good Friends invoicing Helpers for the Five Good Friends Platform Access and Marketing Fee
(a) Every fortnight, the App will generate an invoice from Five Good Friends to the Helper for the Five Good Friends Platform Access and Marketing Fees based on the rate as described in clause 11.1(b) (FGF to Helper Invoice).
(b) Every fortnight, the App will produce a summary for that fortnight of the Helper Service Fees previously invoiced to Members pursuant to the Helper to Member Invoices, less the fees owing by the Helper to Five Good Friends pursuant to the FGF to Helper Invoice.
12.4 Payments to Five Good Friends and Helpers
Every fortnight, Five Good Friends will:
(a) remit the amount paid in respect of the Member in satisfaction of the Helper to Member Invoices, less the Five Good Friends Platform Access and Marketing Fees pursuant to the FGF to Helper Invoices in the same period, to the Helper’s nominated bank account electronically;
(b) retain the balance of the Service Cost.
12.5 Without limitation by any other clause of this Agreement, Five Good Friends may reduce any payment due to the Helper under this Agreement by any amount which the Helper is legally obliged to pay to Five Good Friends.
12.6 If GST is imposed on any supply made by a party (Supplier) to another party (Recipient), then to the extent that any consideration payable or to be provided by the Recipient for the supply is exclusive of GST, the Recipient must pay to the Supplier, in addition to that GST exclusive consideration, the amount of the GST payable in relation to that supply upon provision of a valid tax invoice.
13 - Helper Warranties
13.1 The Helper represents and warrants that it and its Helper's Personnel, in providing the Services:
(a) will exercise reasonable care, diligence and skill;
(b) will ensure the Services are fit for the purpose required by Five Good Friends’ Members and in accordance with best practice within the industry;
(c) will assess and determine their insurance needs;
(d) will abide by all policies and procedures provided by Five Good Friends, including any updates communicated to Helpers from time to time;
(e) will act in good faith; and
(f) will not breach or cause its Helper's Personnel to breach this Agreement.
13.2 The Helper acknowledges that compliance with the warranties in this clause and this Agreement is an ongoing responsibility. The Helper must inform Five Good Friends immediately of any failure to comply.
13.3 The Helper acknowledges that Five Good Friends has executed this Agreement in reliance on the warranties in this clause and this Agreement.
14 - Reports, Monitoring and Audits
14.1 Five Good Friends and its staff may contact or visit a Member at any time in order to inquire into, monitor and assess the delivery of Services and the Member’s satisfaction with those Services.
14.2 Five Good Friends may at its discretion put in place arrangements so that Helpers or the Helper's Personnel do not have unsupervised access to Members. The Helper agrees to comply, and ensure that the Helper's Personnel comply with, such arrangements.
14.3 Five Good Friends may take other steps reasonably necessary to periodically audit the Helper’s compliance with this Agreement. The Helper agrees to cooperate, and ensure that the Helper's Personnel cooperate, with such processes.
14.4 The Helper must assist Five Good Friends to comply with all requests for information by the Aged Care Quality and Safety Commission, the NDIS Quality and Safeguards Commission, and all government funders and regulators relevant to the Services.
14.5 The Helper acknowledges that Five Good Friends uses third-party services to measure Net Promoter Scores of Members, Authorised Representatives, and Helpers.
15 - Confidential Information, Intellectual Property & Restraints
15.1 Confidential Information
(a) Subject to clause 15.1(b), during and after the Term, the Helper must, and must ensure that the Helper's Personnel must:
(i) not make public or disclose to any person any Confidential Information;
(ii) not use, or allow or assist others to use Confidential Information; and
(iii) do everything reasonably necessary to maintain the confidentiality of Confidential Information.
(b) The Helper and the Helper's Personnel may disclose Confidential Information:
(i) as required in the proper provision of the Services;
(ii) as required by law; or
(iii) with the written consent of Five Good Friends.
(c) During and after the Term, the Helper must take all reasonable precautions to prevent any unauthorised disclosure of Confidential Information by the Helper and any Helper's Personnel, including that the Helper must:
(i) at all times store all Confidential Information safely and securely;
(ii) immediately notify Five Good Friends in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information; and
(iii) take all reasonable measures to minimise any unauthorised disclosures of Confidential Information which is in any way related to or resulting from an act or failure to act by the Helper or the Helper's Personnel.
(d) The Helper agrees that, upon the termination of this Agreement or any other time as required or requested by Five Good Friends, the Helper will:
(i) immediately cease using the Confidential Information;
(ii) deliver to Five Good Friends, or its authorised representative, without any further demand:
(A) physical documents, including any copies of documents, containing, derived from or relating in any way to Confidential Information; and
(B) all other physical property of Five Good Friends which is in the possession or control of the Helper or the Helper's Personnel; and
(iii) permanently and irretrievably destroy any information held in electronic form which is the property of Five Good Friends or contains Confidential Information, including any copies of any data or documents which are derived from such information, other than information that is stored in the App.
15.2 Intellectual Property Rights
(a) The Helper acknowledges that, in providing the Services, it and the Helper's Personnel may develop ideas, concepts, products, processes, methods, techniques or inventions, and it is intended that Five Good Friends will own all Intellectual Property Rights arising out of the provision of the Services, including all Intellectual Property Rights in the ideas, concepts, products, processes, methods, techniques or inventions developed by the Helper or the Helper's Personnel.
(b) The Helper:
(i) irrevocably assigns to Five Good Friends all such Intellectual Property Rights;
(ii) must to do everything necessary during or after the Term (including, for the avoidance of doubt, after termination of this Agreement), to formalise that assignment and/or to allow Five Good Friends to realise the full benefit of that assignment; and
(iii) must notify Five Good Friends in writing of any ideas, concepts, products, processes, methods, techniques or inventions developed by the Helper or the Helper's Personnel in connection with the provision of Services under this Agreement so that Five Good Friends can take the necessary steps to protect, and to formalise the assignment of, the Intellectual Property Rights in the same.
(c) The Helper consents, and will procure the Helper's Personnel to consent to, any act or omission by Five Good Friends which may be an infringement of Moral Rights the Helper or the Helper's Personnel (as applicable) may have in any Works created by Helper or the Helper's Personnel in connection with the provision of Services under this Agreement.
15.3 Restraints
(a) During the Term, and for the Restraint Period, the Helper and the Helper's Personnel must not, except with the express written permission of Five Good Friends, in any capacity, independently or in conjunction with any other person, business or entity, either directly or indirectly:
(i) in the Restraint Area, provide services, except on Five Good Friends' behalf, to any Member, if those services are the same or similar to the Services provided by the Helper or the Helper's Personnel to that Member during the Term in the 6 months prior to the Termination Date;
(ii) solicit, canvass or entice away from Five Good Friends, or accept any approach from, any Member with whom the Helper or a Helper's Personnel had dealings pursuant to this Agreement in the months prior to the Termination Date;
(iii) persuade or attempt to persuade any Member to cease to obtain Support at Home and/or NDIS services via Five Good Friends, or otherwise adversely alter the Member's relationship with Five Good Friends; or
(iv) encourage, induce or otherwise assist any person to do any of the acts referred to in clause 15.3(a)(i) to (iii) above.
(b) Clause 15.3(a) must be constructed and have effect as if each of the restrictions referred to in it are separate restrictions with respect to the Restraint Area, Restraint Period and nature of the conduct prescribed. If any of those restrictions or any part of them are held to be void, voidable or unenforceable for any reason, that voidability or unenforceability will not prejudice or in any way affect the validity or enforceability of any other restriction.
15.4 Acknowledgement
The Helper acknowledges:
(a) that it must ensure that the obligations, restrictions and restraints imposed on the Helper pursuant to this clause 15 are complied with at all relevant times by both the Helper and the Helper's Personnel;
(b) that the Helper is responsible for any loss or damage suffered by Five Good Friends as a result of a failure by the Helper or the Helper's Personnel to comply with this clause 15;
(c) that it is fair and reasonable for the Helper to agree to comply with clause 15;
(d) that monetary damages are not an adequate remedy for a breach of clause 15 and that if the Helper (including via the actions of any Helper's Personnel) breaches clause 15, or Five Good Friends has reason to believe that the Helper or any Helper's Personnel will breach that clause, then Five Good Friends is entitled, in addition to any other remedies available at law or in equity, and without posting any bond or other security, to seek injunctive relief, damages, account of profits, or any combination of remedies; and
(e) the Helper's obligations under clause 15 will continue after this Agreement terminates for whatever reason.
16 - Default and Termination
16.1 A party may (subject to compliance with law, in the case of termination by Five Good Friends) terminate this Agreement without cause by giving 14 days' written notice to the other party.
16.2 In addition to any other right of termination expressly provided for in this Agreement, Five Good Friends may terminate this Agreement immediately by notice in writing if any of the following occur and in accordance with the Independent Contractor Helper Deactivation Policy:
(a) the Helper breaches a Material Term of this Agreement;
(b) the Helper fails to remedy a breach of any other term of this Agreement within 10 Business Days of being asked to do so by Five Good Friends;
(c) the Helper is in breach of any warranty in clause 13 of this Agreement;
(d) the Helper or its Personnel commits Serious Misconduct;
(e) an unsatisfactory Worker Screening Check is returned in respect of the Helper;
(f) the Helper breaches clause 4.2(e)(i) of this Agreement;
(g) the Helper does not deliver Services under this Agreement for a period of greater than six (6) months;
(h) the conduct of any Helper or the Helper's Personnel damages or adversely affects or is likely to damage or adversely affect a Member, the relationship between Five Good Friends and any of its Members, or Five Good Friends, including its business or reputation; or
(i) the Helper:
(i) fails or causes Five Good Friends to fail to comply with the Aged Care Quality Standards, the Aged Care Code of Conduct or provisions of the Aged Care Act;
(ii) fails or causes Five Good Friends to fail to meet the NDIS Practice Standards, or to comply with the NDIS Code of Conduct or provisions of the NDIS Act; or
(iii) fails to meet or causes Five Good Friends to fail to meet obligations under any other relevant legislation.
16.3 This Agreement may be terminated immediately by either party by notice in writing to the other party if the other party suffers an Insolvency Event. An ‘Insolvency Event’ includes:
(a) in relation to a natural person, becoming bankrupt, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing their own affairs or being able to pay their debts when due; and
(b) in relation to a corporation, failing to comply with a statutory demand, becoming subject to receivership, winding up proceedings, having a controller or analogous person appointed to its affairs, entering into a compromise or arrangement with its creditors or being unable to pay its debts when due, presumed insolvent by a court in any of the circumstances referred to in section 459(2) of the Corporations Act 2001.
16.4 On termination of this Agreement, nothing operates to discharge any party from its obligations arising under or in connection with this Agreement prior to the Termination Date, or expressly provided by this Agreement to survive following the Termination Date, or which by their nature should continue to operate after termination of this Agreement.
17 - Insurance
17.1 Five Good Friends has group insurance policies appropriate to its business, including Medical Malpractice, Public Liability, and Group Personal Accident. These policies are subject to change. Any property damage or breakage caused by a Helper or a Helper's Personnel is not covered by FGF insurance policies.
17.2 The Helper must, at its own cost, effect and maintain, or cause to be maintained, insurance relevant to its obligations under this Agreement and any professional registration held, including but not limited to: CTP insurance on their supplied vehicle, accidental damage, personal injury insurance relevant to their individual circumstances, relevant professional indemnity insurance, and satisfy themselves of their obligations in regards to Workers Compensation Insurance as an independent contractor in their respective State.
17.3 If requested, the Helper must provide evidence of the insurance to the satisfaction of Five Good Friends.
17.4 Any failure by Five Good Friends to request or obtain proof of insurance from the Helper does not waive the requirement for the Helper to obtain insurance.
17.5 The Helper will indemnify Five Good Friends for any deficiencies in the coverage or policy limits of the insurance policies effected and maintained by its Personnel and for any workers’ compensation claim involving Helper's Personnel.
18 - Indemnity
18.1 The Helper releases and indemnifies Five Good Friends and its directors, officers, employees, agents or sub-agents, contractors or sub-contractors (those indemnified) against any Loss which those indemnified suffer, sustain or incur in connection with:
(a) any act, error, or omission by the Helper or the Helper's Personnel whether negligent, wilful or otherwise; and
(b) any claim made by or on behalf of a Member or by a third party in relation to or arising out of the performance of the Services.
18.2 The indemnity in clause 18.1 will be reduced to the extent that any negligent or unlawful act or omission of Five Good Friends or those indemnified caused the Loss.
18.3 Five Good Friends will not be liable to the Helper or any of the Helper's Personnel for any Loss sustained by any person except to the extent such Loss is directly caused by Five Good Friends and naturally flows in the normal course of events from the occurrence of the event giving rise to liability for such Loss.
18.4 Five Good Friends is not liable to the Helper or any of the Helper's Personnel in contract, in tort (including negligence), in equity, by operation of statute or otherwise for any kind of Excluded Loss incurred or suffered by the Helper or the Helper's Personnel.
18.5 This clause will survive the termination of this Agreement.
19 - Privacy
19.1 The Helper consents, and will procure the consent of any Helper's Personnel, to Five Good Friends collecting, using and disclosing the Helper's and the Helper's Personnel's Personal Information for the purposes of administering its relationship with them, conducting its operations, in order to comply with applicable laws (including, but not limited to, work health and safety, discrimination and harassment laws), and for related secondary purposes. The Helper's and any Helper's Personnel's Personal Information will be treated in accordance with Five Good Friends' Privacy Policy as in place from time to time.
19.2 The Helper must handle any Personal Information of others in accordance with privacy laws and Five Good Friends' applicable policies in place from time to time.
20 - General
20.1 This Agreement including its Schedules:
(a) constitutes the entire agreement between the Parties as to its subject matter; and
(b) supersedes all prior representations, agreements or offers (either written or verbal) made by Five Good Friends to the Helper, or between Five Good Friends and the Helper.
20.2 If a court finds a clause of this Agreement invalid, the clause will be read down to the extent necessary to be valid or, if that is not possible, severed from this Agreement, so that the rest of the Agreement can continue to operate.
20.3 This Agreement may be executed in counterparts, including electronically. All counterparts taken together constitute one agreement.
20.4 Each Party must bear its own costs associated with negotiating, preparing and executing this Agreement.
20.5 The Parties agree to promptly execute and deliver all documents and will promptly perform any other or further acts that are, or may be required, to give full effect to this Agreement.
20.6 Unless Five Good Friends consents in writing including in accordance with this Agreement, the Helper must not assign or otherwise transfer, or attempt to assign or otherwise transfer, any right or obligation arising out of this Agreement.
20.7 Five Good Friends may assign part or all of its rights or obligations arising out of this Agreement with effect from the date it notifies the Helper of that assignment.
20.8 Any indemnity in this Agreement is independent and survives termination of this Agreement, and the right of Five Good Friends to indemnity by the Helper is in addition to, and not exclusive of, any other right, power or remedy provided by law. Any other provision by its nature intended to survive termination of this Agreement survives termination of this Agreement.
20.9 The failure of either Party at any time to insist on performance of any provision of this Agreement is not a waiver of their rights at any later time to insist on performance of that or any other provision of this Agreement.
20.10 Where the Agreement refers to any law including industrial instruments, the law operates according to its terms (with the consequence that it may, or may not, apply to the Helper and may be varied, rescinded or replaced) and the law is not incorporated into this Agreement.
20.11 This Agreement is governed by the laws of Queensland and the Parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia.
20.12 The terms of this Agreement are confidential and may not, without the written approval of the other Party, be disclosed by Five Good Friends or the Helper to any other person other than for the purpose of obtaining professional legal or accounting advice, as required by the law, or to implement or enforce this Agreement.
20.13 This Agreement may only be amended by agreement in writing by both Parties.
21 Clarify Terms and Obtain Independent Advice
21.1 The Helper acknowledges that they have read and understood the nature and effect of this Agreement, were able to ask questions and obtain independent advice (including legal and financial advice) and that they are satisfied with all elements of this Agreement.
Schedule 1 – Definitions and Interpretation
1 - Definitions
Aged Care Act means the Aged Care Act 2024 (Cth) and includes any amendments or replacements of this Act.
Aged Care Exclusion Decision means a decision under the Aged Care Act that a person seeking to work with individuals accessing funded aged care services poses a risk to such individuals;
Aged Care Quality Standards means the Aged Care Quality Standards specified in the Aged Care Act;
Aged Care Worker means an individual employed or otherwise engaged (including as a volunteer) by Five Good Friends to deliver Funded Aged Care Services;
Agreement means this Agreement and includes the schedules to this Agreement;
App means Five Good Friends' software applications available for use on the Helper's mobile device or other computer, providing access to the Five Good Friends' platform and technology, including to facilitate the delivery of the Services;
Applicable Laws means:
(a) the Aged Care Laws;
(b) for Goods generally, all laws relating to the sale, possession, delivery use or maintenance of the Goods, including registration and licencing requirements, if any;
(c) for Services generally, all laws relating to the delivery of the Services;
(d) all occupational and/or workplace health and safety laws that apply in the Relevant Jurisdiction; and
(e) any other laws applicable to the provision of the Goods and/or Services,
as amended or replaced from time to time;
Authorised Representative means a person who has the authority to make decisions and act on behalf of a Member who either doesn’t have legal capacity or who wishes for this person to act for them, subject to any limits to that person's authority at law. This person has full access rights to the Member’s account as if they are a Member;
Banning Order means an order made by a relevant regulator banning a person or entity from engaging in funded aged care services, including an order made under sections 497 and 498 of the Aged Care Act and includes an NDIS Banning Order;
Care Giver means a person who provides unpaid care to a Member;
Care Team means Personnel of Five Good Friends who assess the needs of Members and Care Givers, coordinate services, develop and manage Members’ rosters;
CHSP means the Commonwealth Home Support Programme;
Commencement Date means the later of:
(a) the date the Helper has met Five Good Friends’ onboarding requirements and can commence providing serving to Members; or
(b) 1 November 2025;
Confidential information includes all trade secrets and all financial, marketing and technical information, systems, technology, dealings, pricing information, Members, sales and other knowledge relating to Five Good Friends but excludes any information which is freely available to the public (except by breach of this Agreement);
Emergencies means any time in the course of providing Services it becomes evident that there is a significant risk or theat to the health or wellbeing of the Member or the Member suffers from a life-threatening illness or major injury which without urgent medical treatment could have significant adverse effects on their health or wellbeing;
Excluded Loss means any:
(a) loss of business opportunity;
(b) loss of revenue;
(c) loss of profit or anticipated profit;
(d) loss of goodwill or loss arising from reputational damage;
(e) loss arising from business interruption directly or indirectly flowing from the occurrence of the event giving rise to liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this Agreement; and
(f) loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to liability for such loss, whether or not such loss was in the contemplation of the parties at the time of entry into this Agreement;
Five Good Friends Platform Access and Marketing Fee means the fee charged by Five Good Friends to the Helper for the purpose described in clause 11.1(a);
GST has the meaning given to that term in the GST Law and includes any amounts imposed
Helper's Personnel means directors, officers, employees, agents or sub-agents, contractors or sub-contractors of the Helper (and their employees), who are authorised by Five Good Friends in accordance with this Agreement to assist the Helper to provide the Services;
Helper Service Fee means the service fees set out in clause 11.2;
Help Plan means the Help Plan, available in the App, which is for care needs Members have been assessed as requiring at the time they commenced with Five Good Friends and includes any variations to the Help Plan which may occur from time to time;
Information Protection Laws means the Privacy Act 1988 (Cth) as amended from time to time, and any other laws or regulations relating to the collection, use or disclosure of information of individuals that apply to Five Good Friends;
Intellectual Property Rights means any industrial and intellectual property rights throughout the world and for the duration of the rights including:
(a) any patents, rights associated with works of authorship, including copyrights (including future copyright), and mask-works copyright, registered or unregistered trademarks or service marks, trade names, brand names, registered or unregistered designs, circuit layouts, database rights;
(b) methods, trade secrets, know-how, and scientific, technical and product information;
(c) the right to apply for any industrial and intellectual property rights; and
(d) any other similar or analogous rights and any intellectual or industrial rights whether now existing or which come into existence in the future;
Loss means all loss, liability, damage, claims, injury (including disease or illness), death, expense (including legal expenses) or cost;
Material Term means a term, the breach of which is reasonably likely to result in material loss or damage of a financial nature or to the reputation or goodwill of Five Good Friends, including without limitation, terms contained in clauses 3, 4, 5, 7, 8, 9, 10, 11, 13, 15 and 17;
Member means a Member of Five Good Friends accessed by the Helper under the terms of this Agreement;
Moral Rights means:
(a) a right of attribution of authorship;
(b) a right not to have authorship falsely attributed; and
(c) a right of integrity of authorship,
including, without limitation, moral rights under Part IX of the Copyright Act 1968 (Cth), or similar legislation in force outside Australia;
National Police Certificate, for a person, means a report about a person's criminal conviction record prepared by:
(a) the Australian Federal Police; or
(b) the Australian Criminal Intelligence Commission; or
(c) an agency accredited by the Australian Criminal Intelligence Commission; or
(d) the police force or police service of a State or Territory,
which is not more than 3 years old and does not record that the person has been convicted of murder or sexual assault or convicted of, and sentenced to imprisonment for, any other form of assault;
NDIS Act means the National Disability Insurance Scheme Act 2013 (Cth);
NDIS Banning Order has the meaning given in the Aged Care Act;
NDIS Clearance Decision has the meaning given in the NDIS Act for the term "clearance decision";
NDIS Exclusion Decision has the meaning given in the NDIS Act for the term "exclusion decision";
NDIS Practice Standards means the NDIS Practice Standards made under the NDIS Act;
NDIS Code of Conduct means the code established under the NDIS Act and associated Rules, which sets out the standards of behaviour expected of all NDIS providers and workers, including obligations to act with respect, integrity, and safety when delivering supports and services to NDIS participants;
NDIS Risk Assessed Role means a role held by a Helper's Personnel that:
(a) involves the direct delivery of specified supports or services to a person with disability and is likely to involve more than incidental contact, including:
(i) physical contact with a person with disability;
(ii) building a rapport with a person with disability as an ordinary and integral part of the role; or
(iii) contact with multiple persons with disability in the course of delivering specialist disability supports or services, including in specialist disability accommodation; or
(b) a key personnel role, which are significant roles in the NDIS provider organisation that are:
(i) responsible for executive decisions;
(ii) responsible for, or have authority or significant influence over, planning, directing or controlling provider activities.
Personal Information means any information or opinion that is included in the definition of 'personal information', 'sensitive information' and/or 'health information' in any applicable Information Protection Laws;
Reportable Incident means:
(a) any circumstances, fact, claim, dispute or issues in relation to the Services delivered by the Helper which will, or may, give rise to any legal claim;
(b) any critical incident (an incident which seriously threatens health, safety, life or well-being) involving a Member or Helper;
(c) any incidents of, or allegations about:
(iii) unreasonable use of force against a Member;
(iv) unlawful sexual contact, or in appropriate sexual conduct inflicted on a Member,
(v) sexual misconduct against, or in the presence of, a Member, including grooming of the Member for sexual activity;
(vi) unlawful physical contact with or assault of a Member;
(vii) psychological or emotional abuse of a Member;
(viii) death of a Member;
(ix) stealing from or financial coercion of a Member by a Helper or Helper's Personnel;
(x) abuse or neglect of a Member;
(xi) inappropriate use of restrictive practices in relation to a Member (other than in accordance with the requirements of relevant state or territory and Commonwealth laws); or
(xii) unexplained absence of a Member in the course of delivering Services;
(xiii) exploitation or discrimination involving a Member;
(d) any conflict of interest;
(e) any issue or incident relating to medication;
(f) any incident of improper conduct;
(g) any industrial dispute, or potential dispute;
(h) any breach of a policy or procedure;
(i) any breach of the terms of this Agreement, including any failure to comply with the Helper's obligations under this Agreement;
(j) any entitlement of the Helper to make any claim under any insurance policy;
Restraint Area means:
(a) Australia;
(b) the State or States and/or Territory or Territories within which the Helper and the Helper's Personnel provide Services under this Agreement.
Restraint Period means:
(a) six months;
(b) three months;
(c) one month,
following the Termination Date;
Serious Misconduct means deliberately behaving in a way that is inconsistent with continuing this Agreement. Examples include but are not limited to: causing serious and imminent risk to the health and safety of another person or to the reputation, viability or profits of Five Good Friends’ business, dishonesty, theft or unauthorised possession of Five Good Friends’ property, fraud, assault, harassment (including sexual harassment), intoxication at work, ceasing to be legally permitted to work in Australia, unauthorised disclosure of Confidential Information, or refusing to carry out lawful directions that are part of the Services;
Services means the care, supports or services provided to a Member by the Helper as requested and duly authorised by Five Good Friends’ Members or their Authorised Representative and recorded via the App;
Service Cost has the meaning given in clause 11.3(a);
Support at Home means the Commonwealth Support at Home Program;
Support at Home Notional Account means a notional account established for an individual under the Aged Care Act for the purpose of facilitating access to Support at Home funding;
Term means the period between the Commencement Date and the Termination Date
Termination Date means the date on which this Agreement terminates in accordance with clause 16 of this Agreement;
Transport Fee means a fee that may be charged to for certain transport provided to a Member for transporting the Member while performing a Service, where that cost is approved in the Member's budget; and
Worker Screening Checks means the checks and requirements listed in Schedule 2 to this Agreement, and any other checks that may be required under the Applicable Laws and and/or by Five Good Friends as notified to the Helper from time to time;
Works includes a literary work (including without limitation a journal article, report, conference paper or presentation), a dramatic work, a musical work, an artistic work or a cinematograph film (including without limitation a video) and other works as defined in the Copyright Act 1968 (Cth) or similar legislation in force outside Australia.
2 - Interpretation
In this Agreement, unless the contrary intention appears:
(a) headings are for ease of reference only and do not affect the meaning of this Agreement and do not form part of the clause;
(b) the singular includes the plural and vice versa and words importing a gender includes other genders;
(c) words used in this Agreement and defined in the dictionary will have the meaning set out in the dictionary. Other grammatical forms of defined words or expressions have corresponding meanings;
(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of, schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures attached to this Agreement;
(e) a reference to ‘$’,‘$A’, ‘dollar’ or ‘A$’ is a reference to Australian currency;
(f) a reference to a specific time for the performance of an obligation is a reference to that time in the state, territory or other place where that obligation is to be performed;
(g) a reference to a right includes a benefit, remedy, authority, discretion and power;
(h) a reference to a party includes its executors, administrators, successors and permitted assigns and if more than one, includes those persons jointly and each of them severally, their respective executor's administrators and assigns;
(i) words and expressions importing natural persons include partnerships, bodies corporate, associations (whether incorporated or not), firms, joint ventures, trusts, authorities, governments and governmental, semi-governmental and local authorities and agencies;
(j) a reference to any legislation or statutory instrument or regulation is construed in accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation, as applicable, and includes a reference to an enactment, amendment or consolidated statute and any enactment substituted for the enactment and all legislation and statutory instruments issued under, such legislation or provision;
(k) words and expressions defined in the Corporations Act 2001 (Cth) as at the date of this Agreement have the meanings given to them in the Corporations Act 2001 (Cth) at that date;
(l) words and expressions defined in the Aged Care Act or the NDIS Act, if not already defined in this Agreement have the meanings given to them in the Aged Care Act or the NDIS Act;
(m) each clause in this Agreement is not, except where expressly provided, limited in meaning or effect by any other clause in this Agreement;
(n) any agreement, covenant, obligation, representation, undertaking, indemnity, guarantee or warranty entered into by a party for or with another person binds them jointly and severally and an agreement, covenant, obligation, representation, undertaking, indemnity, guarantee or warranty in favour of a party for or with another person is for the benefit of them jointly and severally. A release given to the other person shall not release the party from any other obligation. The granting of time or another indulgence to another person will not release the party of its obligations under this Agreement;
(o) if the day on which:
(i) anything, other than a payment, is to be done is not a business day, that thing shall be done on the preceding business day;
(ii) a payment is to be made is not a business day it shall be made on the next business day but if the next business day falls in the next calendar month it shall be made on the preceding business day; and
(iii) if an act, other than a payment or the giving of a communication, is required to be done on a particular day and the act is done after 5pm on that day, it will be deemed to have been done on the following day;
(p) time is of the essence in the performance of this Agreement.
Schedule 2 - Worker Screening Requirements
1 As a registered aged care provider and a registered NDIS provider, Five Good Friends is responsible for ensuring Helpers and its Personnel meet the requirements set out in the Aged Care Act and the NDIS Act.
2 The Helper and all of the Helper's Personnel engaged in the provision of Services under this Agreement must satisfactorily obtain the following Worker Screening Requirements in clauses 3 and 4 of this Schedule in accordance with clause 4.2 of this Agreement.
Further Worker Screening Requirements