We at Plant Hire Solutions Australia are pleased to be working towards an ongoing relationship with you and provide these Contractor terms and forms to register that relationship and help ensure that it is mutually beneficial into the future, for us, you and our clients.
When you have read the Contractor Agreement, Please:
Complete the details in the schedule
Sign the Agreement by completing the execution clause applicable to you (eg: company, sole trader)
Complete the forms attached to the Agreement and ensure that all required attachments are provided, and
Return signed Agreement, forms and required attachments to your PHSA contact above, scanned and emailed to the email address for PHSA noted in the Schedule, or posted to the address for Plant Hire Solutions Australia noted in the schedule.
Please forward any queries you have to the Plant Hire Solutions Australia contact.
Plant Hire Solutions Australia Pty Ltd, trading as PHSA, of PO Box 1612 Preston South 3072
The Contractor named in the Schedule (‘Contractor’)
A PHSA conducts an earthmoving business in Victoria. Its further details are in the schedule.
B The Contractor owns and/or operates a Vehicle/s and/or Plant suitable for, and is
experienced in, and to the extent necessary licensed for, the provision of Services. Its further
details are in the Schedule.
C The Contractor has agreed to provide the services to PHSA on the terms and conditions set
out in this agreement.
DEFINTIONS and INTERPRETATION
Unless the opposite intention appears:
a) ‘Business Day’ means a week day on which trading banks are open for banking business;
b) ‘Insolvency Event’ means insolvency within the meaning of the Corporations Act 2001,
failure to comply with a statutory demand, appointment of administrator or similar officer,
being subject of an order or resolution for winding up or similar, being subject to bankruptcy
proceedings or being subject to any similar event whether as a corporation or an individual;
c) ‘Law’ means any statute, regulation, determination, code, ordinance, standard or similar
that has the force of law, and guidelines of all relevant governments, authorities and
bodies, including but not limited to those in relation to traffic, road safety and road
management rules, occupational health and safety, environmental protection, mass and
dimension limits, load restraint rules, loading and securing vehicles and plant, and ‘chain of
responsibility’ rules in any relevant jurisdiction at any relevant time;
d) ‘Materials’ means soil and other related materials;
e) ‘Proposal’ means a proposal, as described in clause 2, for the Contractor to carry out
f) ‘Representatives’ means officers, employees, contractors or sub-contractors as the case
may be, agents and consultants and the like;
g) ‘Services’ means services in relation to transporting Materials;
h) ‘Term’ means the period described in clause 1;
i) a reference to any Law includes a reference to it as amended, supplemented or
substituted from time to time;
j) anything required to be done on a day that is not a Business Day where it is required to be
done, must be done on the next Business Day;
k) a reference to PHSA includes a reference to any of its related or associated entities at any
time and this agreement is for the benefit of PHSA and any such entity;
l) the singular includes the plural and vice versa;
m) a reference to one gender includes a reference to any other;
n) the Recitals form part of the terms of this agreement.
This agreement commences on the Commencement Date referred to in the Schedule,
or on the date the last party signs if no date is inserted in the Schedule. This agreement
will continue until terminated under its terms, and in any case, either party may terminate
this agreement for any reason on 14 days written notice to the other party.
2.1.1 PHSA may communicate a Proposal to the Contractor by providing it to the Contractor
by any medium, and may make the same Proposal to any number of other independent
contractors, in its complete discretion.
2.1.2 A Proposal remains open for acceptance until it has been accepted by the Contractor,
or until it is withdrawn by PHSA.
2.1.3 The Contractor acknowledges that it has no exclusive right in respect of Proposals, is not
entitled to any minimum number or frequency of Proposals from PHSA, or a minimum
amount of fees or income through Services to PHSA.
2.1.4 If there is any conflict between the terms of this agreement and those of a Proposal or
any other documentation related to this agreement, this agreement will prevail to the
extent of such conflict.
3 RELATIONSHIP OF PARTIES
3.1.1 Nothing in this agreement, whether express or implied, is intended or will be taken to
create or suggest a partnership, joint venture, or agency or employment between PHSA
and the Contractor.
3.1.2 The Contractor is an independent contractor owning and conducting its own business.
Subject to this agreement and the particular requirements and Services it provides under
this agreement, the Contractor will determine its hours of work, processes and policies
applicable to its business and its performance of the Services. There is no exclusive
arrangement between the parties in any circumstance. The Contractor is free to provide
its service to anyone at any time, and to accept or reject or reject Proposals from PHSA in
its absolute discretion.
4 CONTRACTOR OBLIGATIONS
4.1 The contractor must perform its obligations under this agreement and provide the
4.1.1 in a safe, efficient, professional, workmanlike and businesslike manner, and to the
standard of quality expected of a contractor providing services the same or similar to the
Services, including ensuring that nay person involved in the provision of the Services
maintains a professional appearance, manner and conduct at all relevant times;
4.1.2 with all reasonable and professional care appropriate in performing the Services, and in
operating Vehicles or Plant for the purposes of this agreement, including carrying out all
reasonable and lawful requirements in respect of loading, unloading, carriage and
4.1.3 in compliance with all applicable Laws, licenses and permits; and
4.1.4 in accordance with all Proposals it has accepted and to the reasonable satisfaction of
4.2 The Contractor must :
4.2.1 notify PHSA immediately it is aware of any :
(a) possible inability of the Contractor to perform any Services in compliance and
accordance with this agreement;
(b) accident or damage affecting Vehicle, Plant or other material under the control of
(c) breach or potential breach of any road safety Laws;
4.2.2 at the completion of the Services relating to the relevant Proposal, or at any other time
properly required, promptly submit to PHSA and whoever else properly requires, all duly
and accurately completed documents, records and receipts (‘Dockets’) issued by PHSA
or its client or customer in relation to provision of Services by the Contractor;
4.2.3 account to PHSA for the use and storage of any equipment provided by PHSA for the
purposes of provision of Services, and use all reasonable care in respect of such use and
4.2.4 ensure compliance with Laws and requirements in respect of site risk assessments and
safety checks and ensure that all Vehicle and Plant are safe for the purposes of
undertaking the Services;
4.2.5 keep Vehicle and Plant Properly maintained and serviced; registered and
comprehensively insured at all times during the Term;
4.2.6 ensure compliance with all Laws and requirements in respect of statutory mass and load
and dimensions, provide to PHSA details of Vehicles that the contractor will use in the
performance of the Services and all relevant risk assessments, and ensure all load and
dimension markings on the vehicle and Plant are accurate;
4.2.7 ensure that nay person operating Vehicle or Plant at any relevant time holds a current
full licence of the relevant type, and operates such Vehicle or Plant in accordance with
all relevant Laws;
4.2.8 not, and must ensure that each of its Representative does not, operate or allow any
other person to operate Vehicle or Plant while :
(a) in breach of any statutory limit in relation to concentration of, or under the influence
of, alcohol or any drug; or
(b) in excess of any applicable mass or loading limits or dimensions.
4.3 The Contractor :
4.3.1 is solely responsible and liable in respect of all day-to-day expenses including fuel, and
for repairs and maintenance of Vehicle and Plant and for all costs of insurance,
registration and licensing in relation to Vehicle and Plant and in relation to drivers; and
4.3.2 must keep accurate records of maintenance, repairs and servicing of Vehicle and
Plant. And must provide a copy of such records to PHSA upon its reasonable request.
5 CONTACTOR WARRANTIES
The Contractor warrants that :
5.1 it and all of its representatives are competent to properly and sagely carry out the
5.2 it and all of its Representatives possess the necessary skills, qualifications and
experience to properly and safely carry out the Services;
5.3 all the information provided by the Contractor to PHSA for the purposes of this
agreement is accurate and complete;
5.4 it and all its Representatives will comply with The Heavy Vehicle Driver Fatigue National
Model legislation ensuring all requirements for work/rest are satisfied;
5.5 it will conduct itself and will ensure that its Representatives conduct themselves in a
manner consistent with relevant industry codes of conduct and standards for
6 INTELECTUAL PROPERTY
The Contractor will:
6.1 not use the brand name ‘PHSA’ or any associated brand name, trade mark or logo,
registered or unregistered, other that during and as necessary and appropriate for the
purposes of the provision of Services under this agreement: and
6.2 immediately upon termination of this agreement cease to use any such brands, marks or
logos and return to PHSA, or deal with as directed by PHSA, all and any documents and
items bearing any such brands, marks and logos.
7.1 PHSA will pay the contractor in arrears in an amount according to the relevant Proposal,
for Services completed in respect of each weekly period within 30 days of receipt of the
relevant Dockets and valid tax invoice, subject to :
7.1.1 Proper completion of the Services and the proper performance by the Contractor of its
obligations under this agreement.
7.1.2 Due submission of all properly completed Docket; and
7.1.3 Any deductions which PHSA may properly make against amounts owing to the
Contractor under this agreement, which include but are not limited to fees, commissions
and insurance contributions.
7.2 PHSA will make payments by cheque, by direct deposit into the bank account
nominated by the Contractor and set out in the Schedule, or in such other manner as
PHSA may choose. The Contractor will provide bank account details upon signing this
agreement, and authorises PHSA to make direct payment into that account.
7.3 The Contractor acknowledges that PHSA has no obligation to pay for any part of the
for which a completed Docket has not been submitted, for which a valid tax invoice has
been received, or for amounts in relation to any loads that exceed the applicable mass
dimension limits for the particular Vehicle.
7.4 The Contractor acknowledges that if it does not provide PHSA with an ABN, PHSA is
to deduct 46.5%, or other such percentage as required by law at any time, of amounts
payable to the Contractor, and to remit that amount to the Australian Tax Office as
7.5 The Contractor warrants that it is registered for GST purposes, and must advise PHSA if it
ceases to be registered for GST.
8 LAWS AND POLICIES
8.1 The Contractor must :
8.1.1 inform itself in relation to all applicable environmental, occupational health and
safety (‘OHS’) and other Laws and PHSA’s OH & S policies, comply with such Laws
and policies and ensure that its Representatives are so informed and comply;
8.1.2 notify PHSA immediately if a breach of any such Laws or policies has occurred, or
may occur, or if any notifiable incident occurs during the provision of Services, or if
the Contractor is issued with any notice by a regulating authority in relation to
matters governed by any such Laws.
8.1.3 comply with, and ensure that its Representatives comply with, any reasonable
instructions by PHSA, or any site controller or regulatory authority in relation to any
such Laws or policies;
8.1.4 provide upon request by PHSA evidence to the satisfaction of PHSA that the
Contractor and its Representatives comply with all such Laws and policies, including
provision of copies of all and any relevant certificates, licences and permits;
8.2 If PHSA reasonably believes that the Contractor or any of its Representatives are or may be
breaching any applicable environmental, OHS or other Laws, PHSA may give to the
Contractor notice of termination of this agreement with immediate effect.
9 LIABILITY, INSURANCE, INDEMNITIES and ACKNOWLEDGEMENTS
9.1 The Contractor is and remains the sole employer or principal as the case may be, of any
person providing services to the Contractor for the Contractor to carry out the Services
under this agreement. Accordingly, the Contractor alone is responsible for the payment of
and will indemnify PHSA against all and any costs, losses, demands, expenses or liabilities
(‘Claims’) in respect of each such person, including but not limited to all WorkCover and
other workers compensation insurance premiums, levies and excesses, taxation instalment
deductions, superannuation contributions and every other obligation under a relevant Law
arising from the employment or engagement of such person. If and when PHSA is required
to pay any such amounts, the Contractor will reimburse it in full on demand.
9.2 The Contractor indemnifies and will keep indemnified PHSA and its Representatives against
any Claims that arise from any breach of this agreement by the Contractor or from any
negligent act or omission of the Contractor or any of its Representatives in the carrying out
of the Services.
9.3 The Contractor must at its own cost take out and keep current at all times during the Term
all compulsory insurances with respect to Vehicle and Plant, WorkCover insurance, and
public liability insurance for cover of at least $20 million. The Contractor must, at the
Commencement Date and at all other times when reasonably requested by PHSA, provide
written evidence that it is complying and has complied with its obligations under this clause.
9.4 The Contractor must, at the direction of PHSA make good at its own cost any Services that
do not conform to any of PHSA’s specifications or requirements or that are not done in
accordance with the relevant requirements of this agreement.
9.5 The Contractor will indemnify PHSA against any Claims (including all legal fees) arising from
the provision of the Services, any breach of this agreement by it or its Representatives, or
any unlawful or negligent act or omission of the Contractor or its Representatives
9.6 To the extent permitted by law, the Contractor releases PHSA from all Claims or injury in
connection with the Services, other than Claims or injury to the extent caused by PHSA’s
negligence or breach of this agreement.
9.7 The Contractor acknowledges that in entering into this agreement and in providing Services
it has not and will not rely on any statement or representation on the part of PHSA or its
Representatives in relation to any matter connected with this agreement.
9.8 To the fullest extent permitted by law PHSA excludes all liability to the Contractor and to its
Representatives in respect of any Claims arising directly or indirectly from any negligent act
or omission of PHSA or any of its Representatives.
9.9 Notwithstanding anything in this agreement, a party is not liable to the other party to make
any payment (whether by way of indemnity, damages or otherwise) for any disputed
invoice, breach of this agreement or for negligence unless a Claim is made in writing within
six months after the circumstances giving rise to the claim were first known or ought to have
been known by the party claiming. Any such Claim must include reasonable detail in
of the nature of the Claim and the amount sought.
9.10 The Contractor acknowledges that PHSA has no obligation to make any superannuation
contribution in respect of the Contractor to any person employed or engaged by the
Contractor. If at any time, whether during the Term or otherwise, PHSA is required to make
any such superannuation contributions in respect of the Contractor or any person
or engaged by the Contractor, the Contractor will reimburse to PHSA the amount of any
such contribution (including any levy, charge, tax or penalty, and interest).
9.11 Neither party will be liable to the other for any indirect or consequential loss of any kind,
whether for breach or negligence. The parties agree that indirect or consequential loss
includes loss of business opportunity, loss of profits, payment of liquidated sums, penalties
or damages under any other agreement.
9.12 A party (first party) must notify the other party as soon as practicable of any third party
claim is made that could, if satisfied, permit the first party to make a claim against the other
party under this agreement. The first party will, if requested by and at the expense of the
other party, take such action as the other party may direct to avoid, dispute, defend or
the claim. The other party will put the first party in sufficient and timely funds to enable it to
pay all reasonable costs and expenses of any such directed action, and the first party will
comply with the directions of the other party.
10 SUBCONTRACTING AND ASSIGNMENT
10.1 Subject to obtaining PHSA’s prior written consent, the Contractor may assign any of its rights
or subcontract any of its obligations under this agreement, subject to demonstrating that :
10.1.1 the proposed assignee or subcontractor is a suitably qualified and experienced
provider of services of the same kind as or similar to the Services; and
10.1.2 has sufficient resources to properly perform the Services.
In the event of any such assignment or subcontracting, the Contractor will remain
responsible for its obligations to PHSA under this agreement as though the assignment or
subcontracting had not occurred.
10.2 PHSA may at any time by notice in writing to the Contractor assign to any person the
of PHSA’s rights and remedies under this agreement.
11 CONFIDENTIALITY AND NON-SOLICITATION
11.1 Each party will use any of the other party’s confidential information that it is provided or has
access to by virtue of this agreement solely for the purposes of this agreement, and will
such information confidential and not disclose it or allow it to be disclosed to any third party
except with the consent of the party who owns it or to whom it relates, or otherwise for the
purpose of seeking professional advice or as required by law.
11.2 The Contractor must not at any time during the Term and for a period of twelve months
after termination of this agreement, whether on its own account or as an agent, officer or
employee of any person, solicit (directly or indirectly) the provision of services the same or
similar to the Services provided under this agreement to any person who was a customer of
PHSA during the Term.
12 TERMINATION FOR DEFAULT
12.1 The Contractor is in default for the purposes of this agreement if the Contractor :
12.1.1 fails to comply with any provision of this agreement;
12.1.2 commits an act or omission in the nature of serious and wilful misconduct;
12.1.3 becomes permanently incapacitated or of unsound mind; or
12.1.4 becomes subject of an Insolvency Event.
12.2 If the Contractor is in default under clause 12.1.1, PHSA may serve a written notice on the
Contractor specifying the default and the expenses associated with the default, and
that this agreement will be terminated within two Business Days without further notice
unless the default is remedied and all the expenses are paid within that time.
12.3 If a notice served under clause 12.2 is not complied with then this agreement is immediately
at an end, without affecting any accrued rights of any party.
12.4 If the Contractor is in default under clause 12.1.2, 12.1.3 or 12.1.4, PHSA may immediately
end this agreement by serving a written notice to that effect on the Contractor, without
affecting any accrued rights of any party. The agreement ends if a Contractor dies.
12.5 Upon termination of this agreement :
12.5.1 the Contractor must immediately return to PHSA, or deal with in accordance with its
written directions, all equipment provided by PHSA, all Dockets and all confidential
information of PHSA in the possession or control of the Contractor; and
12.5.2 the Contractor must immediately cease using and remove, as the case may be, all of
PHSA’s names, marks, branding and other intellectual property.
13 DISPUTE RESOLUTION
13.1 A party may not commence Court proceedings in relation to a dispute relating to this
agreement until it has exhausted the procedures in this clause 13, unless the party seeks
appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid
losses that are not compensable in damages.
13.2 If there is a dispute between the parties relating to this agreement, then within five Business
Days of a party notifying the other party of a dispute, senior representatives from each
will meet and must use reasonable endeavours and act in good faith to resolve the dispute
13.3 If the dispute is not resolved within five Business Days of notification of the dispute under
clause 13.2, the parties will submit the dispute to mediation, administered by a reputable
alternative dispute resolution organisation. The parties will share the cost of mediation
equally, and if the parties cannot agree on a decision relevant to the conduct of the
mediation, then such decision will be referred to the head for the time being of the Law
Institute of Victoria.
14.1 Each party will pay its own costs in connection with the negotiation, preparation and
execution of this agreement.
14.2 Any notice given under this agreement must be in writing and must be hand delivered or
sent by pre-paid post to the recipient’s address specified in the Schedule, or sent by
facsimile transmission to the recipient at the fax number (if any) specified in the Schedule.
14.3 Each party will do all things and execute all documents as may be necessary or desirable
to give full effect to the provisions of this Agreement and the transactions contemplated by it.
14.4 Nothing in this agreement will be interpreted to exclude the application of any relevant
14.5 This agreement is governed by and will be construed in accordance with the laws of the
state or territory in which the Services are provided.
14.6 This agreement may only be amended in writing signed by each party, or assigned in
writing signed by each party and in accordance with this agreement.
14.7 No failure or delay by a party in exercising any right or remedy operates as a waiver. A
single or partial exercise of any right or remedy does not preclude the valid further or other
exercise of that or any other right or remedy. A waiver is not valid or binding unless made in
14.8 Clauses 8.1.2 and 12.5.1 and those aspects of clause 9 that are capable of it, will continue
apply notwithstanding termination of this agreement for any reason.
14.9 This agreement may be executed in any number of counterparts and all the counterparts
together will constitute one and the same instrument.
14.10 Time is of the essence as regards all dates, periods of time and time specified as one with
which the Contractor must comply.
14.11 This agreement constitutes the entire agreement between the parties with respect to its
subject matter, and supersedes all and any previous agreements, contracts, arrangements
understandings made between the parties.