1. License
   
   1. Clean Getaway is the legal owner of the Vehicle.
   2. Pursuant to the terms of this Agreement Clean Getaway hereby grants the Client a licence to use the Vehicle for the Permitted Use for the Term or until termination pursuant to this Agreement, whichever is earlier (‘Licence’).
2. Acceptance
   
   1. The Client may accept this Agreement by any one of the following ways:
      
      1. in writing or by signing and returning a copy of the Agreement;
      2. orally; or
      3. by conduct in collecting the Vehicle.
   2. The Client agrees to collect the Vehicle on the Collection Date and from the Collection Location and Return the Vehicle on the Return Date to the Return Location. Clean Getaway may at any time in its sole discretion cancel or vary the Licence or this Agreement.
   3. The Licence is subject to and conditional upon the Client conducting its own investigations and due diligence enquiries in relation to the suitability of the Vehicle for the Permitted Use (‘Investigations’).
   4. By signing this Agreement, the Client warrants and agrees:
      
      1. It has had the opportunity to conduct its Investigations;
      2. It is satisfied with the outcome of its Investigations;
      3. It is satisfied with the condition of the Vehicle as at the Collection Date or the date the Vehicle enters the Client’s possession, whichever earlier;
      4. It is satisfied the Vehicle is suitable for the Permitted Use; and
      5. Clean Getaway provides no warranties in relation to the suitability, viability or condition of the Vehicle, whether for the Permitted Use or otherwise.
3. Payment
   
   1. The parties agree the Client shall reimburse Clean Getaway for the Expenses in consideration of the provision of the Licence to the Client.
   2. Clean Getaway shall provide an invoice to the Client for the reimbursement of the Expenses at the end of the Term.
   3. Clean Getaway may at any time in its sole discretion provide an invoice to the Client setting out the fee for the Licence to date.
   4. The parties agree that should the Client fail to return the Vehicle to the Return Location by the Return Date, the Client will pay the Late Fee to Clean Getaway.
   5. Clean Getaway will issue an invoice to the Client for the accrued Late Fee at any time after the Return Date.
   6. Payment of any invoice issued to the client is due and payable as stated on the invoice. If no time is stated on the invoice, then payment shall be due and payable within 7 days of the invoice date.
4. Risk and Title
   
   1. The Vehicle at all times remains the property of Clean Getaway and title does not pass to the Client in any circumstances.
   2. The Client uses the Vehicle at its sole risk;
   3. The Client shall not:
      
      1. Encumber, charge or mortgage the Vehicle in any way; or
      2. Grant or give any legal or equitable interest or security interest in the Vehicle.
5. Client’s Warranties
   
   1. The Client hereby warrants that during the Term:
      
      1. It will wholly abide by all road rules, the law and any conditions on their licence;
      2. It will be responsible for payment of any and all fines or penalties incurred;
      3. It holds the appropriate drivers’ licences to operate the Vehicle;
      4. It will comply with any and all specifications as noted on the body of the Vehicle;
      5. It will only use the Vehicle for the Permitted Use;
      6. It will keep the Vehicle clean and undamaged;
      7. It will at no time part with possession of the Vehicle and will handle and store the Vehicle safely, with due care and in accordance with all laws;
      8. It will do all things necessary to prevent the theft of, damage to or Loss of the Vehicle; and
      9. It will not undertake any activity whilst using the Vehicle which would bring Clean Getaway into disrepute and will only use the Vehicle for lawful means.
      10. It will, on demand, account for and deliver the Vehicle to Clean Getaway in good working condition.
   2. Prior to Collection of the Vehicle Clean Getaway will complete the Annexed Collection Condition Report.
   3. Upon return of the Vehicle, the Clean Getaway will complete the Annexed Return Condition Report.
   4. The Client is solely responsible for payment for rectification of any loss or damage to the Vehicle occurring during the Term and between the Collection Condition Report and the Return Condition Report;
   5. Clean Getaway shall provide the Client with written notice of such loss or damage to the Vehicle;
   6. The Client will, within 7 days of Clean Getaway providing the written notice, reimburse Clean Getaway for:
      
      1. Any rectification work undertaken as a result of damage incurred to the Vehicle during the Term;
      2. Any Insurance Excess incurred by Clean Getaway as a result of loss or damage incurred to the Vehicle during the Term; and
      3. The replacement of the Vehicle as a result of the loss, damage or theft of the Vehicle during the Term.
   7. Nothing contained in this Agreement shall prevent Clean Getaway from exercising other legal remedies to recover possession of the Vehicle.
6. Loss or Damage
   
   1. The parties agree:
      
      1. Clause 6 shall survive the termination or end of this Agreement.
7. Indemnity
   
   1. The Client agrees to release Clean Getaway from all Liability in relation to the matters set out at Clause 7.2.
   2. The Client hereby agrees to indemnify Clean Getaway against any and all Claims and/or Losses as elected by Clean Getaway in writing without prior notice from time to time on a case by case basis howsoever suffered by Clean Getaway or the Client or that Clean Getaway or the Client may suffer or potentially suffer arising out of:
      
      1. The Client’s use of the Vehicle;
      2. The installation or use of any Equipment in the Vehicle;
      3. Any negligent or wilful act or omission by Clean Getaway;
      4. Any negligence, recklessness or wilful negligence or misconduct of the Client;
      5. The condition of the Vehicle;
      6. The suitability of the Vehicle for the Permitted Use;
      7. The Client’s breach of any obligation under this Agreement;
      8. The Client’s breach of any law (including civil and criminal penalties arising from such breach);
      9. The Client’s incompetence, misrepresentation, unlawful activity or carelessness (including the provision of inaccurate or incomplete information or instructions);

      howsoever caused indirectly or directly to the extent available at law.

   3. Clean Getaway may call upon an indemnity and/or release herein at any time and the Client must immediately make good any demand or request by Clean Getaway including without limitation payment of Clean Getaway’ legal fees on a full indemnity basis.
   4. The parties agree:
      
      1. Clause 7 is an essential term of this Agreement;
      2. Clause 7 shall survive the termination or end of this Agreement; and
      3. Clean Getaway is not required to provide notice in relation to Clause 7. 8. Termination
8. Termination
   
   1. A party may terminate the Licence at any time with immediate effect by giving written notice.
   2. Upon termination of the Licence:
      
      1. The Client must cease using the Vehicle for the Permitted Use; and
      2. The Client shall arrange at the Client’s sole expense for the immediate return of the Vehicle to Clean Getaway at the time and place nominated by Clean Getaway.
9. General
   
   1. Legal effect: Each party acknowledges and agrees for the benefit of each other party that this document is intended to take effect as a deed. Each party executes this document with the intention that it will be immediately legally bound by this document.
   2. Multiple Party: If a party consists of more than one person, this Agreement binds each of them separately and any two or more of them jointly and an obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly.
   3. Statutes: A statute which alters this Agreement shall not apply insofar as it can lawfully can be done.
   4. Severance: If anything in this Agreement is invalid, unenforceable, illegal or void, it is severed, and the rest of this Agreement remains in force to the extent available at law.
   5. No Agreement: A party’s failure or delay to exercise a power or right does not operate as a waiver of such. No waiver is effective unless it is in writing.
   6. Assignment: This Agreement cannot be assigned.
   7. Entire Agreement: This Agreement contains the entire agreement between the parties on the subject matter of this Agreement.
   8. Governing Law: This Agreement is governed by the laws of Queensland and the parties irrevocably submit to the non-exclusive jurisdiction of Queensland courts.
   9. Further assurances: Each party to this Agreement will, at its own expense and without additional consideration, upon receipt of a request by another party promptly do such further acts and will execute, acknowledge, deliver and record such other documents as may be reasonably necessary from time to time to give full effect to this Agreement and any transaction contemplated herein.
   10. Electronic: The original of this Agreement may be in email form and agree to accept the email copy as the original and binding agreement.
   11. Survival: Termination will not affect any accrued rights or liabilities of either party nor will it affect the coming into force of any provision herein which expressly or by implication comes into force or continue after the termination.
   12. Confidentiality: The information in and terms of this Agreement are confidential to the parties and shall not be disclosed to any third party other than advisers to the Parties. Neither party shall do any act or say anything that shall bring the reputation of the other into disrepute.
   13. Notices: Notices are effectively delivered if in writing and delivered or posted to the party or sent to the email address of the party. Posted notices will be treated as given two Business Days after posting. Electronic notices will be treated as delivered on the day it is sent or if sent after 5:00pm, then it is regarded as delivered at 9:00am on the following Business Day.
   14. Time of Essence: Time shall be of the essence of the Client’s obligations herein unless otherwise agreed in writing by Clean Getaway.
10. Interpretation

    In this Agreement, unless the contrary intention appears:

    1. Claim means allegation, debt, Liability, proceeding, claims, action, notice threatening claim, demands, litigation, judgements, suits howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under statute or otherwise.
    2. Client means the Client as listed in Item 2.
    3. Collect includes to receive, collect, dropping off or otherwise obtain possession.
    4. Collection Date means the Collection Date as listed in Item 4.1.
    5. Collection Location means the Collection Location as listed in Item 4.2.
    6. Equipment includes any seat, capsule, hands free kit, or any equipment of any nature whatsoever.
    7. Expenses means the Expenses as listed in Item 5.1.
    8. Insurance Excess means the Insurance Excess listed in Item 5.3.
    9. Late Fee means the Late Fee as listed in Item 5.2.
    10. Liability means liabilities, Loss, Claim, damages, outgoings, costs and expenses of whatever description and whether present, unascertained, contingent or prospective.
    11. Loss means loss, damage, personal injury, expense, cost including legal fees on a full indemnity basis and expenses of any nature or description and debts including any liability for consequential or indirect losses, economic loss or loss of profits, use, opportunity, production, interest, earnings or profit.
    12. Term means the period of time commencing when the Client Collects the Vehicle from the Collection Location on the Collection Date and ending when the Client returns the Vehicle on the Return Date.
    13. Vehicle means the Vehicle as listed in Item 3.
    14. Return Date means the Return Date as listed in Item 4.4.
    15. Return Location means the Return Location as listed in Item 4.4.
    16. The singular includes the plural and vice versa.
    17. A reference to a party, individual or person includes a corporation, company, joint venture, association, authority, trust, state or government and vice versa.
    18. This Agreement is binding upon a party’s assigns, agents, substitutes, executors, administrators, attorneys, successors or heirs.
    19. A reference to any document is to that document (and any of its provisions) as amended, novated, supplemented or replaced from time to time.
    20. Specifying anything after the words “including” or similar expressions does not limit what else is included unless express wording to the contrary.
    21. A time of day is a reference to Queensland time.

Last Updated: 07/05/2019