Subcontractor Onboarding

2. Contractor Agreement

2.1. We, us or our — Goodbye Gas Pty Ltd trading as Goodbye Gas (ACN 654 216 225). Email: admin@goodbyegas.com.au

2.2. You or your — Name, ABN, Address and Email as provided by you in this onboarding form.

2.3. Customer — Name, Address, Phone and Email as set out in the relevant Scope of Works for each job.

2.4. Services — The Services (being the provision of particular aspects of the Works and/or specified Goods) are set out in the Scope of Works (SOW), found in the Electrification Plan.

2.5. Acknowledgement — You acknowledge and agree that we act as agent for the Customer in respect of the provision of the Services and pursuant to the Contract (being the terms and conditions entered into by the Customer for the provision of the Services).

2.6. Required Insurances

At a minimum, you are required to effect and maintain the following insurances for the Term (and for a reasonable period thereafter) with a reputable insurance provider:

• A public and products liability insurance policy, or equivalent, in the amount of no less than $20 million for any one claim;
• A Workers' compensation insurance policy (unless you are a sole trader, individual partner or individual trustee with no employees or contractors);
• All other insurances required by Law in order for you to provide us with the Services, including but not limited to workers compensation insurance and a valid electrical contracting license.

2.7. Warranties and indemnities — All warranties are given as at the date of this Agreement unless otherwise stated.

2.7.1. Capacity and authorisation — (A) Where a party is a body corporate, it warrants that it is properly incorporated and validly existing under the laws of Australia and has taken all corporate actions necessary to enable it to execute and deliver this Agreement and perform its obligations. (B) Where a party is a trustee of a trust, it has full and valid power and authority under the terms of the trust to enter into this Agreement. (C) Where a party is a partner of a partnership, it has full and valid power and authority under the terms of the partnership to enter into this Agreement.

2.7.2. Obligations and enforceability — This Agreement constitutes (or will when executed constitute) valid legal and binding obligations of the Contractor and Customer and is enforceable against the Contractor and the Customer in accordance with its terms. Any obligations expressly stated as being valid legal and binding obligations of Goodbye Gas are enforceable against us in accordance with the terms of this Agreement.

2.7.3. Solvency — None of the following events has occurred in relation to a party: (a) a receiver, receiver and manager, liquidator, provisional liquidator, administrator or trustee is or has been appointed in respect of the party or any of its assets; (b) an application is made to court or a resolution is passed or an order is made for the winding up or dissolution of the party; (c) the party proposes or takes any steps to implement a scheme of arrangement or compromise with its creditors; or (d) the party stops paying its debts when they become due or is declared or taken under any applicable law to be insolvent.

2.7.4. Workmanship Warranty — All work undertaken by you or a representative of your company must be backed by a 5 year workmanship warranty from the date of install.

2.7.5. No serious criminal background — You represent and warrant that you (or, if applicable, your employees, agents, contractors or sub-contractors) have not been convicted of an indictable criminal offence attracting a term of 12 months imprisonment or more or a fine of AUD$10,000 or more within the last 10 years.

2.7.6. No legal proceedings or investigations — As far as the Contractor is aware, there are no: (A) unsatisfied judgements, awards, claims or demands against the Contractor; (B) facts or circumstances which may give rise to any litigation or arbitration proceedings; (C) investigations, inquiries, prosecutions or proceedings undertaken by a governmental body, whether actual, pending or threatened, against the Contractor.

2.7.7. Indemnity — You agree to indemnify us and keep us indemnified against all liabilities which we may incur in respect of this Agreement except where such obligations are expressly stated to be ours.

2.8. Price — You will be paid for the Services in accordance with the Payment Terms, on the basis of a schedule of rates (as listed in this Agreement or as otherwise agreed in writing between the parties).

2.9. Payment Terms — Subject to the terms of this Agreement, we will pay the Price as agent for and on behalf of the Customer as follows: where the Services are provided on a fixed fee basis or in relation to delivery of a particular deliverable or milestone, you may issue invoices to us on completion of the Services; and we will pay you the applicable portion of the Price, subject to the Operations Manager approving and finalising the Services, within 3 business days for residential installation Services and 14 business days for all other Services from the day the invoice was received. We reserve the right to withhold Payment if you fail to comply with our standards, and in particular if the installation of any Goods is found to be defective or incomplete.

2.10. Commencement Date — The date this Agreement is signed by the last of the parties.

2.11. Term — This Agreement will commence on the Commencement Date and will continue until terminated in accordance with its terms.

2.12. Termination

This Agreement will terminate upon one of the following events occurring:

1. the completion of the Works and payment of the Price in full;
2. You fail to comply with our standards without reasonable excuse;
3. you undergo a change of control without obtaining our prior consent in writing at least seven (7) business days prior to the change (such consent not to be unreasonably withheld);
4. you cease to conduct business or are substantially prevented from performing or become unable to perform your obligations under this Agreement;
5. you commit a material breach of any of the terms and conditions, provided that where such breach is capable of remedy, you have been advised in writing and have not rectified it within twenty-one (21) days after receipt of such notice;
6. you or the Customer become insolvent;
7. on you failing to do business at any time for sixty (60) consecutive days without obtaining our consent in writing;
8. you make representations in the course of negotiations which are found to be grossly false;
9. upon you assigning or attempting to assign this Agreement without our prior written consent.

2.13. Entire Agreement — This agreement along with the Contract and any connected Scope of Works constitute the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments are of no further effect. To the extent there is any inconsistency between this agreement and the Scope of Works, the Scope of Works takes precedence.

2.14. Force Majeure — We will not be liable for delays or non-performance caused by events beyond our reasonable control, such as natural disasters, national emergencies, acts of war, economic crises, labour strikes, epidemics, pandemics or acts of God. If such an event occurs, we may notify you in writing of our intent to terminate within 30 days of the notice, and if the event is ongoing and the notice has not been withdrawn after 30 days, we may terminate immediately.

2.15. Notices — Communications under or in connection with this Agreement must be given to the relevant party in writing and in English, addressed per the details identified in this Agreement or the Scope of Works.

2.16. GST — Unless otherwise expressly stated, any consideration payable for a supply does not include an amount on account of GST. If a party (Supplier) makes a taxable supply, the Recipient must pay the GST Exclusive Consideration plus an amount equal to that consideration multiplied by the prevailing GST rate, subject to the Supplier first providing a valid tax invoice. This clause continues to apply after expiration or termination of this Agreement.

2.17. Intellectual Property — You acknowledge that all intellectual property belonging to us is our proprietary property and no legal or beneficial interest is conferred on you. You agree to use our intellectual property solely in respect of carrying out Works under this Agreement, must not contest our IP rights, and must not copy, alter, modify, reverse engineer or interfere with our IP rights without prior written consent.

2.18. Dispute Resolution — A party must not start court proceedings (excluding those seeking interlocutory relief) in respect of any Dispute unless it has complied with this clause. A party claiming a Dispute must give written notice specifying its nature. During the 28 day Initial Period each party must use its best efforts to resolve the Dispute; if unresolved, the parties may agree to mediation or arbitration (mediator/arbitrator nominated by the Resolution Institute if not agreed). Each party bears its own costs and the parties bear equally the costs of any mediator or arbitrator.

2.19. Assignment — A party cannot assign or otherwise transfer any of its rights under this Agreement.

2.20. Alterations — This Agreement may be altered only in writing signed by each party.

2.21. Survival — Any indemnity or obligation of confidence is independent from the other obligations and survives termination. Any other term by its nature intended to survive termination survives termination.

2.22. Counterparts — This Agreement may be executed in counterparts. All executed counterparts together will be taken to constitute one document.

2.23. Electronic signature — The parties agree that any counterparts may be executed by electronic signature and delivered by facsimile or other electronic transmission. A receiving party may rely on receipt of such document as if the original had been received.

2.24. No merger — The rights and obligations of the parties do not merge on completion of any transaction contemplated by this Agreement and are additional to any right, power or remedy under general law or otherwise.

2.25. Severability — A provision or part of a provision that is illegal or unenforceable may be severed and the remaining provisions will continue in force.

2.26. No waiver — A party does not waive a right by failing to exercise or delaying in exercising it. A waiver must be in writing and signed by the party giving it.

2.27. Governing law and jurisdiction — This Agreement will be interpreted under and governed by the laws of Victoria. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria.

3. Referral Partner Program

Goodbye Gas exists to help Australian households enjoy the benefits of an efficient, all-electric home powered by sustainable energy. To recognise the mutual value of collaboration, we offer selected partners the chance to work with us as a referral partner.

3.1. Structure of Referral Payments

For every customer you refer that purchases a service from Goodbye Gas using the referral promocode, upon customer payment being received we will send you a referral fee in accordance with the fee structure below. If multiple items are purchased, the total referral fee is the sum of the amounts for the items selected.

• Cooktop — $50
• Heat Pump — $50
• EV charger — $50
• Solar System — $50
• Split System / AC — $50

E.g. a customer referred by your company buys a heat pump and a cooktop from Goodbye Gas. We pay you a total referral fee of $100 for this customer.

3.2. Payment — Referral Payments will be paid on a monthly basis in arrears to your nominated bank account. Price inc. GST.

3.3. Term — This Referral Partner Program will commence on the date of signing and will continue until either party terminates by providing a minimum 30 days' notice in writing.