Groworx - Terms and Conditions

Estimated Timeframes

Timeframes are guides only and assume client completes their requirements. They are generally confirmed upon start of the project with any subsequent change based on mutual agreement by the parties.

Monitoring and Support is usually provided up until residency.

Assumptions:

  1. The deployment dates depend on the project commencement date and the availability of pre-trained & visa ready care workers available offshore. This will be made available on the order date and agreed with the client.
  2. Temporary Activity Sponsorship is available on project commencement. VISA processing takes around 12 weeks. VISA documents are collected prior to TAS availability.
  • Migration Agent is available on project commencement. VISA documents are collected prior to Migration Agent availability.
  1. The 2 workers will come from pre-trained workers who will land in November 2023, however, this will be subject to availability at project commencement.
  2. Training is CHC33021 Certificate III in Individual Support
  3. All workers must complete work placement hours and final assessments as part of the clients buddy shift program. These will be completed in a community home environment and within the clients facilities for simulation.
  • Deployment of 2 workers which will complete 120 hours OJT in the approved Residential Aged Care Facility. Any assessment that requires equipment by the RTO will be in a skill room/facility provided by the client.
  • 2 workers will be deployed in a maximum of 1 site.
  1. Shared Training Facility
  2. Based on a salary $57.5k per annum
  3. Based on proposed program plan
  • Any additional training module is provided at additional cost.
  • Based on the number of Care Workers stated in the Quantity column of the Program Fees section
  • Excludes Migration agent, travel and government VISA costs.

Training and Development Program Inclusions:

The success of this unique training program is based on several key factors. Groworx nurtures and entire cohort with the single-minded purposes of working together toward a common goal of care with compassion. We believe that students learn better through collaboration, working together to lift each other up with the common goal of building their careers and dreams in Australia with the Provider that they are assigned to,

  1. Accredited Training delivered by our partner RTOs, supported by Groworx medical tutors
  2. Cert III – Individual Support (Ageing) Theoretical
    1. Stage I: Training in PH for 15 weeks
      1. 1.5 days per week face to face in the Training Centre and 20 hours per week online
      2. Use of Australian certified simulation equipment for simulation
  • Weekly assessments
  1. After hours online consultation and coaching with medical tutors
  2. Culture training
  1. Stage II: OJT- Work placement in Australia (assessed and monitored by the RTO)
  • Groworx Student Enablement Course (TalentLMS) – Learning Management System
  1. Care worker student communication platform

Deployment Inclusions:

Once the students have successfully completed their 15-week training in the Philippines, our global service centre (GSC) will orient the students in the deployment process and collect all the documents necessary for nomination and application of the students for the training Visa (Subclass 407 – stream 3)

The visa application process is owned by a migration specialist.  Groworx will assist the migration specialist in coordinating with the students regarding visa requirements. The GSC will scrutinize the documents submitted by the students to ensure quality and compliance.

  1. Collect documents for VISA nomination & application.
  2. Scrutinize the documents for VISA processing submitted by candidates to ensure quality and compliance. 
  • Visa and travel arrangement
  1. Medical examination assistance
  2. Purchase of flight tickets
  3. Distribution of remittance card
  • Relocation to anywhere in Australia
  • Deployment to Sponsor’s facilities

Groworx community manager will meet and greet the care workers at the airport and start headcount and check-in process. We also distribute welcome kits and assist with any concerns of the aged care workers in the event of missing baggage or personal belongings.

 

Post Departure Support (Monitoring and Support):

Groworx provides the following as services post departure:

  1. Groworx Community Manager assistance
  2. Accommodation settlement assistance
  • Local area and community orientation
  1. Global 12×7 Oni channel support
  2. Quarterly check-in with each care worker
  3. Assistance with any Philippines Embassy related concerns
  • Acts as a mediator between provider and care worker if requested.
  • Acts as a mediator among care workers
  1. Worker support for relevant Australian and Philippines Government services
  2. Management of the Global Workforce and WhatsApp Community Channels
  3. Coordination with the local insurance and agencies in the event of repatriation

Program exclusions:

  1. The provider will facilitate accommodation on behalf of the worker. This provides a safe and reliable experience for the workers and provider
  2. Migration agent, travel and government VISA costs.
  • Anything outside of the above inclusions

 

Program Fees

Quote valid for 7 days only.

Notes:

  1. Fees are in AUD and provided ex GST.
  2. Monitoring & Support is paid annually in advance on arrival in territory and on the anniversary of arrival for the duration of the Visa periods.
  3. The program includes Recruitment, Certificate Training Fees, and Deployment & Relocation Fees. Excludes Migration agent, travel and government VISA costs.
  4. The amount the worker repays out the Groworx solution fees and any other costs will be at the discretion of the provider and in discussion with Groworx.
  5. Other associated Migration and relocation fees are the responsibility of the client

Invoicing & Payment Terms

Invoices will be issued on payment milestones and will be due and payable within 7 days of the milestone date.

Payment Milestones

Not 100% of the payment is due upon signing. Certain portions of the total amount are due upon achieving specific program milestones as shown below.  Where milestones are already complete, 100% of payment is due.

Offer

This Order is an offer to Client for the purchase of the above Products / Services in accordance with General Terms and Conditions and applicable Groworx policies.

On acceptance of this Order, a binding agreement incorporating the General Terms and Conditions will come into existence relating to the purchase of the above Products and Services.

Signature Page

The parties have executed this SOW by the signatures of their respective authorized representatives on the date set forth above.

CLIENT

 

GROWORX PTY LTD

   

Signature

TEST

 

Signature

TEST

Name

TEST

 

Name

TEST

Position

 

Position

 

GENERAL TERMS AND CONDITIONS

  1. Definitions & Interpretation
  2. In these General Terms and Conditions:
  3. Affiliate means with respect to a person:
  4. its directors and officers (if applicable);
  5. any other person that, directly or indirectly, Controls, is Controlled by or is under common Control with such person; and
  6. any individual related by blood, marriage, de facto or adoption to any such person, including the spouse or domestic partner/de facto, siblings, parents and children of such person, as the case may be.
  1. Authorisation means:
  2. all approvals, consents, permits, leases, licences, registrations, certificates and other authorisations; or
  3. exemptions, from, by or with a Government Agency that are required for or used in the conduct of the Business, including for the manufacture and sale of the products of the Business in the relevant jurisdictions.
  • Available Services means the services offered by Groworx from time to time, and include the following principal services:
  1. Mobilisation services;
  2. Recruitment services;
  3. Training services;
  4. Deployment services; and
  5. Monitoring and support services.
  6. Note: Other related services may be offered by Groworx from time to time and if required by the Client will be specified in the Order. Training Services includes Custom Training.
  1. Business Day means a day on which banks are open for general banking business in Sydney, Australia, excluding Saturdays, Sundays and public holidays.
  1. Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or Groworx or the Client.
  1. Client means the entity on whose behalf Groworx is providing the services. Note: A Client may also be referred to (in the Order or the Proposal) as a Provider.
  • Client Dependency means, in respect of the Services or any part of them, on which timely and accurate completion of the Services is dependent and which is specified in the Proposal and/or the applicable Order.
  1. any task to be undertaken or contribution by the Client or any personnel of the Client;
  2. any material to be provided by the Client; and
  3. any obligation (including visa sponsorship) to be assumed by the Client;
  4. any other act, matter or thing to be done by the Client.
  • Cure Notice has the meaning given to that term in clause 11.c.
  1. Deployed Recruit means a Recruit who, has completed the Groworx selection, training and induction process and has been accepted by the Client for deployment.
  1. Effective Date as specified in the Order.
  1. Employment Terms means the terms and conditions under which a Deployed Recruit is employed by the Client – whether these are contained in an employment contract, under an Award current under the FWA or an enterprise agreement approved under the FWA.
  • Excluded Client Costs means those costs identified in the Order which the Client is responsible for paying.
  • FWA means the Fair Work Act, 2009 (Cth).
  • Government Agency means any federal, state, territory, municipality or other political subdivision, administrative or judicial body, court, ministry, department, commission, authority, instrumentality, tribunal or agency or other governmental, quasi-governmental or regulatory authority or any self regulatory organisation (whether in Australia any other part of the world).
  1. Indirect Loss means loss which does not arise naturally (that is, according to the usual course of things) from the relevant breach of these general terms and conditions including loss of profits or revenue, loss of goodwill or reputation, loss of anticipated bene􀁻ts or savings, loss of any prospect or business opportunity, loss of production or other business interruption loss.
  • Insolvency Event means in respect of any entity:
  1. a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is appointed in respect of an entity or any of its assets or anyone else is appointed who (whether or not as agent for that entity) is in possession, or has control, of any of that entity’s assets for the purpose of enforcing a Security Interest;
  2. an event occurs that gives any person the right to seek an appointment referred to in paragraph (1.a.xv.1);
  3. an application is made to court or a resolution is passed or an order is made for the winding up or dissolution of that entity or an event occurs that would give any person the right to make an application of this type;
  4. that entity proposes or takes any steps to implement a scheme of arrangement or other compromise or arrangement with its creditors or any class of them;
  5. that entity stops paying or becomes unable to pay its debts as and when they become due or is declared or taken under any applicable Law to be insolvent or that

entity’s board of directors resolves that that entity is, or is likely to become at some future time, insolvent

  1. any person in whose favour that entity has granted any Security Interest becomes entitled to enforce that Security Interest or any charge under that Security Interest crystallises; or
  2. any event under any Law which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs (1.a.xv.1) to (1.a.xv.6) of this definition.
  • Intellectual Property Rights means all intellectual property rights which may subsist anywhere in the world (including Australia), now or in the future, including but not limited to the following rights, whether or not such rights are registered or capable of being registered:
  1. patents, copyright, rights in circuit layouts, specifications, designs, drawings, discoveries, inventions, trade secrets, product concepts, formulae, brands, logos, data bases, know how, trade marks, domain names, business names, copyright and any right to have confidential information kept confidential; and
  2. any application or right to apply for registration of any of the rights referred to in paragraph (1.a.xiii.1).
  • Laws includes any law or legal requirement of any jurisdiction where the Services are performed, including at common law, in equity, under any statute, regulation or by-law, any condition of any Authorisation, and any decision, directive, guidance, guideline or requirements of any Government Agency.
  • Order means the order form, which contains a link to these General Terms and Conditions, signed by Groworx to the Client.
  1. POEA means the Philippine Overseas Employment Administration – being an agency of the Government of the Philippines.
  • Phase means a division of a Services Period.
  • Proposal means the written proposal submitted by Groworx to the Client as described in the Order.
  • Recruit means a person who is, pursuant to the Order, identified, recruited and trained by Groworx for the Client to employ. Note: A Recruit may also be referred to (in the Order or the Proposal) as a care worker, healthcare worker, OFW, or candidate.
  • Remediation Plan has the meaning given to that term in clause 11.d(i)
  • Security Interest means any mortgage, charge, lien, restriction against transfer, pledge, trust, power, profit a prendre, easement, deposit, hypothecation, arrangement for retention of title, encumbrance and any other security interest, whether registered on the Personal Property Securities Register established under the Personal Properties Security Act 2009 (Cth).
  • Services means those of the Available Services that are specified in the applicable Order of which these General Terms and Conditions form part.
  • Services Period means the period(s), as specified in the Order, during which the Services will be provided. Note: Each Services Period is broken down into Phases, with each Phase being representing the period during which a particular Service (eg Training Services) will be provide
  1. In these General Terms and Conditions, unless the context otherwise requires:
  1. words denoting any gender include all genders;
  2. headings are for convenience only and do not affect
  • all references to time are to Australian Eastern Standard Time;
  1. a reference to a person includes its successors and permitted assigns;
  2. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; and
  3. a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them.
  1. These General Terms and Conditions will be supplemented by any additional conditions expressly recorded as such in the Order. Those additional conditions will prevail to the extent of any inconsistency with these General Terms and Conditions.
  1. Engagement
  1. The Client engages Groworx to provide such of the Available Services as are scoped and more fully particularised in the Order.
  1. Groworx is not obliged to provide any services to the Client until the Order is signed by the Client.
  1. The scope, pricing and timing as specified in the Proposal and/or Order for such Services is to be treated as a best-efforts guide only. The following, as set out in the Order, will be reviewed, revised (if required) and confirmed by mutual written agreement between Groworx and the Client after the Effective Date and during the Mobilisation Services Phase of the Services Period:
  2. scope of the Services;
  3. the timetable for the delivery of the Services;
  • the pricing of the Services; and
  1. other related matters.
  1. Where the Client has a right of approval in respect of the outcome of any Service, it will be deemed to have given its approval:
  1. where the approval is requested in writing by Groworx, if the Client fails to notify Groworx in writing within 3 Business Days of that request being made that it does not approve the outcome; and
  2. where the approval is to be given at a meeting arranged by Groworx, if a representative of the Client fails to attend the meeting to communicate approval.
  1. The Services are provided in an environment where each of Groworx and the Client is subject to specific Laws regulating their business activities. As such:
  1. Groworx must use commercially reasonable efforts to identify and notify the Client in writing of any changes in applicable Laws relating to its delivery of the Services; and
  2. the Client must use commercially reasonable efforts to identify and notify Groworx in writing of any changes in applicable Laws and regulations relating to its commissioning and enjoyment of the Services.
  1. In the event of any inconsistency between these General Terms and Conditions and the Order, the terms of these General Terms and Conditions will prevail to the extent of the inconsistency.
  1. The initial term of the Order commences on the Effective Date and will continue for the period specified in the applicable Order (Initial Term).
  1. Upon expiration of the Initial Term and unless otherwise stated in the applicable Order, the applicable Order will automatically renew for successive one-year terms.
  1. Groworx is an independent contractor. It is expressly agreed that the Order, and the relationship between the parties hereby established, does not constitute a partnership, joint venture, agency or contract of employment.
  1. Neither Groworx nor the Client has authority to:
  1. make any statements, representations or commitments of any kind, or to take any actions which are binding on the other, except as authorised in writing by the party to be bound; or
  2. bind, attempt to bind the other, or indicate to a third party that is has the right to bind the other, to any contract or to the performance of any obligation.
  1. Representation & Warranties
  1. The Client represents and warrants that:
  2. the signing, delivery and performance of its obligations under the Order will not constitute a material default under any material contract to which the Client or any of its assets are bound;
  3. it has the requisite power and authority to sign the Order and to carry out the obligations imposed on it by these General Terms and Conditions;
  • the Order constitutes a legal, valid and binding obligation on its part;
  1. all information it provides to Groworx for the purposes of the Order is true, accurate and not misleading; and
  2. the Employment Terms, that it offers to Deployed Recruits, comply with the Law and comply with any other agreement, standard or policy by which the Client is bound.
  3. Groworx represents and warrants that:
  4. the signing, delivery and performance of its obligations under the Order will not constitute a material default under any material contract to which Groworx or any of its
  5. assets are bound;
  • it has the requisite power and authority to sign the Order and to carry out the obligations imposed on it by these General Terms and Conditions; and
  1. the Order constitutes a legal, valid and binding obligation on its part.
  1. Groworx Obligations
  1. Groworx must perform the Services:
  2. in accordance with the Order; and
  3. in a timely and efficient manner.
  1. Groworx may engage subcontractors to provide the Services but remains responsible for the performance by the subcontractors of the Services that they provide, as well as all other personnel engaged by Groworx.
  1. Groworx must:
  2. obtain and maintain all licences, authorisations and permits that are relevant to the performance of the Services;
  3. ensure that all of its personnel, who are involved in providing the Services, have the appropriate qualifications, licences and experience required to undertake the activities they perform in the provision of the Services;
  • maintain complete and accurate records of its performance of the Services it provides under the applicable Order;
  1. comply with all Laws applying to the provision of the Services;
  2. procure all of its personnel, who are involved in providing the Services, to comply with:
  3. the applicable Property’s policies and procedures as notified to Groworx (including health and safety policies) while on premises occupied, used by, or under the control of, the Property; and
  4. Groworx’s obligations under this agreement in respect of the Client’s Confidential Information.
  1. For the term of this agreement and for a period of 12 months subsequent to the expiration or termination of this agreement, Groworx must obtain and maintain the insurances specified in the Order.
  2. The completion of the Services specified in the Order will be delayed, and the time for completion of those Services will be extended by a reasonable period to enable the delay to be overcome, If Groworx’s performance of the Services are interrupted as a result of:
  3. a Client Dependency not being satisfied as reasonably required or requested by Groworx; or
  4. any other event beyond the reasonable control of Groworx (to the extent that it has taken all reasonable precautions to avoid the effect of such event on its ability to fulfil its obligations under the Order).
  1. Further, if changes in Laws prevent or impair Groworx from delivering the Services, Groworx will use commercially reasonable efforts to develop and implement the following, subject to the Client’s written approval which is not to be unreasonably withheld, delayed or conditioned
  1. if such changes are temporary – a suitable work-around until such time as Groworx can again perform the Services; or
  2. if such changes are permanent – a suitable alternate service offering.
  1. If a Deployed Recruit’s employment by the Client ends before the expiry of 90 days from the date of the Deployed Recruit’s arrival in Australia for whatever reason, Groworx will, as soon as practicable, recruit a replacement at no cost to the Client.
  1. The Client must:
  1. provide clear and direct instructions to Groworx, in writing where it is practicable to do so;
  2. make available, as reasonably required, its personnel to confer with Groworx’s Personnel in relation to the Services;
  • comply with any reasonable request for access, information or materials required by Groworx for the purpose of enabling Groworx to provide the Services;
  1. ensure that any Client Dependencies are provided in accordance with the applicable Order;
  2. confirm in writing to Groworx when a Service has been completed to the Client’s satisfaction (acting reasonably); and
  3. comply with all Laws applying to:
  4. its commissioning and enjoyment of the Services; and
  5. its visa sponsorship and employment of Recruits; and
  • ensure that its Personnel, and any other third parties providing services to the Client, co-operate and co-ordinate with Groworx’s personnel to enable it to provide the Services.
    1. The Client acknowledges that the point in time at which it becomes responsible and assumes a duty of care in respect of any person recruited for it by Groworx will be as stated in the Order. If not so stated it will be the earliest of the time at which either a Deployed Recruit becomes an employee of the Client or the Law otherwise provides.
    2. Groworx will not have any right, title or interest in data provided by the Client. To the extent necessary and contemplated in the Order, the Client grants to Groworx a limited, non-exclusive, licence to use such data to the extent required to deliver the Services. Groworx’s license to use the Customer Data expires automatically upon the expiration or termination of the Order.
    3. The Client must not, during the term of this agreement and for a period of 12 months following its expiration or termination, do or permit any of the following without the prior written consent of Groworx:
  1. solicit any employee or contractor of Groworx, which includes any person employed or engaged as contractor by Groworx after the termination of this Agreement, for the purpose of offering to that person an employment or any interest in any other company, institution, organisation or any business whether owned by the Client or not; or
  2. cause or permit any person directly or indirectly to do any of the acts or things specified above.
    1. The Client will act as a reference for Groworx prospects who want to talk to a current customer, as long as such requests are not excessive and are made within a reasonable business manner and time frame. Groworx may add the Client’s name and/or company logo to a list of selected or representative customers, and, with the Client’s written consent, other promotional material (such as marketing presentations). This consent will not be unreasonably withheld, delayed or conditioned.
    2. During the term of the applicable Order and until the expiration of two years from the end of the term of the applicable Order, the Client must not do the following to any employee of or contractor to Groworx:
  3. hire, retain or engage; or make an offer of employment or engagement; or entice any such person to terminate their engagement by Groworx.
    1. The Client:
  4. (a) on the request of a Deployed Recruit, will permit that Deployed Recruit to reside outside of the housing provided by or on behalf of the Client; and
  5. (b) may require a Deployed Recruit to work shift work provided that requirement is contained in that Deployed Recruit’s Employment Terms.
  1. Fees and Invoicing
  1. For the performance of the Services, the Client must pay to Groworx the Fees specified in the Order in accordance with the invoicing timetable specified in the Order.
  2. Unless otherwise stated in the Order, the Fees and other amounts payable as specified in the applicable Order are expressed:
  3. exclusive of taxes, duties and charges imposed or levied in connection with the supply of the Services; and
  4. GST.
  5. Fees invoiced to the Client must be paid within seven days of invoice unless otherwise specified in the Order.
  6. Any change to the assumptions or the allocation of responsibilities during the term of the Order may result in additional fees being charged by Groworx. For clarity all costs of employment of a Recruit are borne in full by the Client. Fees, as recorded in the Proposal and/or the Order, are computed by Groworx and specified in the Proposal and/or Order based on:
  7. the assumptions; and
  8. the allocation of responsibilities between Groworx and the Client.
  9. Groworx is responsible for procuring payment by the Recruit of the Excluded Recruit Costs.
  10. The Client is responsible for and must pay:
  11. all Employment Costs accruing from the start of a Deployed Recruit’s employment; and
  12. the Excluded Client Costs.
  13. Unpaid invoices accrue interest at a rate of 12% per annum from the due date for payment to the actual date of payment.
  14. Groworx may review and may increase the Fees specified in the Order on or about each anniversary of the Effective Date to reflect increases in the costs to Groworx in providing the Services, provided that the amount of each increase must not, in the aggregate, exceed 5%.
  1. Confidentiality
  1. Except as provided in these General Terms and Conditions, the parties must keep any information of which it has become aware in connection with them, confidential.
  2. Groworx or the Client may make any disclosure in relation to the foregoing matters:
  3. to its professional advisers, legal advisers, financial advisers, bankers, financiers, consultants or auditors or its Affiliates where that person has a need to review the information and is obliged to keep the information confidential;
  4. to comply with any applicable Law, or any requirement of any regulatory body;
  • to any of its officers or employees to whom it is necessary to disclose the information and who are obliged to keep the information confidential; or
  1. where the information has come into the public domain through no fault on its part.
  1. Contract Management
  1. Each person, identified as the Key Person of Groworx or the Client on the Order, will act as its contract manager in respect of the Services until that person is replaced in accordance with the terms of the Order.
  2. The Key Person must be a person:
  3. with an understanding of the Order;
  4. with an understanding of the Services to be provided under the Order; and
  • with an ability to make decisions on behalf of the party they represent and take steps to procure the making of a decision by it.
  1. A Key Person may be replaced by its appointor giving notice to the other. The notice must state the name of the replacement and the date on which the replacement takes effect.
  2. A Key Person is entitled to delegate any one or more of his or her duties to another person.
  3. The Key Persons or their delegates must meet as and when requested, but no less frequently than every month (during the first week of the month), unless otherwise agreed in writing, for the purpose of:
  4. reviewing and discussing actual and anticipated requirements of the Client;
  5. reviewing and discussing compliance by Groworx and the Client with their respective obligations under the Order;
  • reviewing and discussing the need for any revisions to the contractual arrangements between the parties;
  1. resolving any problems, disputes or differences arising between the parties or any of their employees;
  2. discussing any failure of the Services to meet the Client’s requirements; and
  3. discussing any other matter determined to be appropriate for discussion at the meeting.
  1. Dispute Resolution
  1. Court proceedings or arbitration must not be commenced relating to any dispute arising from this deed without first complying with this clause, except:
  2. where urgent interlocutory relief is sought; or
  3. where the dispute relates to compliance with this clause.
  1. If Groworx or the Client claims that a dispute has arisen under these General Terms and Conditions, it must give written notice of the details of the dispute to the other.
  1. Each of Groworx and the Client that has given or received notice of the dispute under this clause must promptly:
  2. designate as its representative in negotiations relating to the dispute a person with authority to settle the dispute; and
  3. use its best endeavours to resolve the dispute.
  4. Liability Limitation
  1. To the fullest extent permitted by Law, all express or implied warranties, representations, statements, terms and conditions relating to Groworx and/or the provision of the Services, that are not expressly set out in these General Terms and Conditions, are hereby excluded.
  1. Groworx has no liability to the Client in respect of any Claim under these General Terms and Conditions unless written notice of the Claim is given to Groworx by the Client within 12 months from the date of the event giving rise to the Claim. Groworx’s liability of Groworx to the Client arising from or in connection with a Claim made in respect of any one or more of the Services specified in the Order will be limited to the following, and, for clarity, in such a case, Groworx is not liable to the Client for any other loss suffered by the Client including any Indirect Loss.
  2. Groworx resupplying the Services to the Client; or
  3. in its sole discretion, repaying the Client the amount of the Fees paid by the Client in respect of the Services to which the Liability relates.
  1. Termination
  1. Groworx may terminate the provision of the Services by notice in writing to the Client if one or more of the following events occurs:
  2. Fees, that have become payable in accordance with the Order, are not paid in accordance with these General Terms and Conditions and remain unpaid for a period of
  3. more than 30 days;
  • the Client is in breach of any of its obligations under the Order (including for clarity these General Terms and Conditions); or
  1. the Client is or becomes, or threatens to become, subject to an Insolvency Event.
  1. The Client may terminate the provision of the Services by notice in writing to Groworx (which notice will take effect 21 days from the date of the notice) if:
  2. Groworx is in breach of any of its obligations under the Order (including for clarity these General Terms and Conditions) and such breach is incapable of being remedied
  3. by Groworx;
  • Groworx fails to implement a Remediation Plan in accordance with the provisions of that plan; and/or
  1. Groworx is or becomes, or threatens to become, subject to an Insolvency Event.
  1. If the following occurs, the Client must give written notice to Groworx specifying the breach and the outcome the Client is seeking in respect of that breach (Cure Notice).
  2. Groworx is in breach of any of its obligations under the Order (including for clarity these General Terms and Conditions); and
  3. such breach is incapable of being remedied by Groworx; and
  • the Client wishes to terminate the provision of the Services.
  1. Within 21 days of a Cure Notice being given, Groworx must give to the Client for its approval (not be unreasonably withheld, delayed or conditioned) a written plan setting out:
  2. the steps it is going to take to remedy the breach specified in the Cure Notice and achieve the outcome sought by the Client (Remediation Plan); and
  3. the date by which it will do so (including any milestone by which implementation of the Remediation Plan can be measured.
  1. Once approved in writing by the Client, Groworx must implement the Remediation Plan in accordance with the provisions of that plan.
  1. Termination of the provision of the Services by Groworx is without prejudice to any other rights or remedies to which Groworx or the Client may be entitled under these General Terms and Conditions or at Law and does not affect any accrued rights or liabilities.
  1. Without prejudice to any other right or remedy Groworx may have, if the Client is in breach of its obligations under these General Terms and Conditions, Groworx may suspend (without prior notice) provision of the Services.
  1. If provision of the Services is suspended, the Client must continue to pay the Fees therefore during the period of suspension.
  1. After Termination
  1. Promptly after termination of the Order by Groworx, and subject to issue of an invoice by Groworx, the Client must:
  1. pay all for Services provided by Groworx up to the effective date of termination; and
  2. reimburse Groworx for the costs of redeploying or demobilising its personnel who were responsible for delivery of the Services to the Client under the Order;
  • reimburse Groworx for all costs that Groworx has incurred on and from the Mobilisation Services Phase of the Order that have not been fully amortised by payment of the Fees that it has received before the date termination takes effect; and
  1. indemnify Groworx in respect of all amounts paid by Groworx in respect of all costs incurred by, and Claims made or asserted against, Groworx as a result of:
  2. the repatriation by Groworx of Deployed Recruits whose employment by the Client does not commence or is terminated;
  3. amounts payable by Groworx to the POEA in respect of Deployed Recruits whose employment by the Client does not commence or which, having commenced, is terminated; and
  4. the termination by the Client of the employment of a Deployed Recruit.
  1. Any obligations or clauses in these General Terms and Conditions, which by their nature are continuing will survive termination or expiration of the Order. This includes, but is not limited to, clauses dealing with Confidentiality and Indemnities.
  1. Notices
  1. Notices given under these General Terms and Conditions must be in writing and delivered by:
  2. prepaid courier; or
  3. email to the email address specified at the start of these General Terms and Conditions (or to an alternate email address notified to the party giving the notice).
  1. A notice is taken to be duly given and received:
  2. if delivered by prepaid courier, when it is delivered; and
  3. if delivered by email on the Business Day after it is despatched provided that the sender does not receive a message to the effect that the sender is ‘out of office’ or that delivery has failed.
  1. General
  1. Each of Groworx and the Client must pay its own costs and expenses in respect of the negotiation, preparation and signing of Order.
  2. All Intellectual Property Rights vested in a Groworx or the Client prior to the Effective Date, including all enhancements and modifications to those Intellectual Property Rights, remain vested in it. Intellectual Property Rights do not transfer from one party to another as a result of the signing of the Order.
  3. The Order can only be amended, supplemented, replaced or novated by a written variation signed by Groworx and the Client.
  4. A provision of these General Terms and Conditions or a right created under it can only be waived by another document signed by the parties.
  5. If any part of these General Terms and Conditions is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, such determination will not impair the enforceability of the remaining parts of these General Terms and Conditions, which will remain in full force.
  6. The Order records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or
  7. negotiations by, or between, the parties in relation to the subject matter of these General Terms and Conditions.
  8. Neither Groworx nor the Client may assign or novate the Order without the written consent of the other.
  9. Each of Groworx and the Client must (at its own expense) do all things as any other asks as may be reasonably required or necessary to give the other the full benefit of any obligations owed to the other and expressed in these General Terms and Conditions.
  10. The Order may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.
  11. Delivery of a signed copy of the applicable Order by electronic means will have the same effect as delivery of the physical copy bearing the original signature, provided that such copy, on receipt, can be reproduced in an eye-readable form.
  12. Signing of the applicable Order by means of a digital, electronic or facsimile signature is deemed, for all purposes, to have the same legal effect as signing of a physical copy.
  13. The Order is governed by the laws of the state of New South Wales, Australia. Each of Groworx and the Client submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning the Order and these General Terms and Conditions.