(a) Cleaning Accountability Framework Inc ABN 39 608 220 652 is an independent, multi-stakeholder organisation that works to promote best practice tendering and compliance approaches in the Australian cleaning industry supporting quality-focused cleaning services, fair wages and decent labour standards.
(b) CAF has developed the CAF Certification Scheme to provide an independent mechanism to certify compliance with best-practice labour and other workplace standards by Building Owners and participants in the cleaning services supply chain.
(c) These Terms apply to all applications for Certification and Prequalification and to any Certification or Prequalification issued by CAF.
Where used in these Terms, unless the context requires otherwise:
Application means an application for Certification or Prequalification submitted in accordance with the CAF Guide to Certification.
Auditor means an independent registered auditor appointed by CAF to undertake any compliance audit/s under the CAF Certification Scheme.
Building Owner is the entity that has an enforceable claim or title to the asset or property being put forward for Certification, and is recognised as such by law.
Business Day means a day not being a Saturday, Sunday or public holiday in the place in which Your Building is located.
CAF means Cleaning Accountability Framework Inc ABN 39 608 220 652.
CAF Branding means the name ‘Cleaning Accountability Framework’ and CAF’s associated logos, image and livery including registered and unregistered trademarks.
CAF Certification Panel means the panel established under and in accordance with the CAF Guide to Certification.
CAF Certification Scheme means the building certification and contractor prequalification scheme developed and administered by CAF.
CAF Core Principles means the core principles (as amended from time to time) set out in the CAF Guide to Certification.
CAF Fee List means the most recent list of fees published by CAF and available at http://www.cleaningaccountability. org.au/resources/.
CAF Guide to Certification means CAF’s ‘Guide to the CAF Building Certification Scheme’ (as amended from time to time) available at http://www.cleaningaccountability.org.au/190625-guide-to-the-caf-certification-scheme-pdf/.
CAF Licensing Agreement means CAF’s agreement which governs the use of the CAF Branding (as amended from time to time).
CAF Licensing Guidelines means CAF’s licensing guidelines (as amended from time to time) (as amended from time to time).
CAF Standards means each of the certification standards described in CAF Guide to Certification.
Certification means certification of Your Building, or prequalification of You the contractor, against the Relevant CAF Standard under the CAF Certification Scheme and Certified has a corresponding meaning.
Certification Term means the three year period commencing on the date Certification is issued by CAF in accordance with these Terms and any extension of that term agreed in writing by CAF from time to time.
Change in Control means where:
(a) the person who Controls You at the date that of Your Application subsequently ceases to Control You;
(b) a person who does not Control You at the date Your Application subsequently obtains Control You; or
(c) if You are Controlled by a group or consortium of persons, or if the group or consortium could Control You were they to act collectively, any material change in the composition of that group or consortium.
Cleaning Services Contract means any contract, understanding or arrangement under which any person provides or arranges any property cleaning services in respect of Your Building.
Control has the meaning given in the Corporations Act 2001 (Cth).
Insolvency Event means:
(a) in relation to a body corporate, a liquidation or winding up, the appointment of a controller, administrator, receiver, manager or similar insolvency administrator to a party or any substantial part of its assets or the entering into a scheme or arrangement with creditors or the occurrence of any event that has a substantially similar effect to any of these events;
(b) in relation to a trust, the making of an application or order in any court for accounts to be taken in respect of the trust or for any property of the trust to be brought into court or administered by the court under its control or the occurrence of any event that has a substantially similar effect to any of these events.
Law includes any requirement of any statute, regulation, rule, order or by-law, modern award or other industrial instrument of any Australian state, territory or local government, including in particular those relating to minimum terms and conditions of employment of persons providing cleaning services in respect of a Building.
Loss means any loss, liability, cost, expense, damage, charge, penalty, outgoing or payment however arising, whether present, unascertained, immediate, future or contingent and includes direct loss and consequential loss.
Personnel means persons employed by the relevant entity, including officers, employees, agents and contractors.
Relevant CAF Standard means the CAF Standard nominated in Your Application or any other CAF Standard agreed by You and CAF from time to time.
Terms means these terms and conditions.
Union means United Workers Union.
You or Your means the person identified in an Application.
Your Building means the building or part thereof identified in an Application in respect of which Certification is sought.
3. Application for Certification
(a) Each Application will be processed by CAF in accordance with the CAF Guide to Certification.
(b) In applying for Certification, You must, and must take steps to ensure that Your Personnel:
(i) act in good faith in all dealings with CAF and its Personnel;
(ii) comply with:
(A) these Terms insofar as they apply to the Certification process;
(B) the CAF Guide to Certification including without limitation the CAF Core Principles;
(C) CAF’s reasonable directions given in relation to the Certification process; and
(D) all applicable Laws; and
(iii) cooperate reasonably with CAF, the Auditor, the Union and any other person involved in the Certification process notified by CAF.
(c) You represent and warrant to CAF that the contents of Your Application and all material that accompanies it is true, complete and accurate.
(d) CAF does not guarantee that any Application will be accepted or processed and CAF reserves the right to decline to accept or process any Application at its sole discretion and without the need to provide reasons.
(e) If Your Application is accepted by CAF, subject to these Terms, CAF will arrange for Your Building to be assessed for compliance with the Relevant CAF Standard in accordance with the CAF Guide to Certification.
(f) The acceptance by CAF of an Application will give rise to a contract between CAF and You, incorporating these Terms and the other documents referred to in these Terms, as the context requires.
(g) CAF does not promise that an Application which is accepted will be successful and CAF accepts no liability for or in connection with any costs, losses or damages however arising in connection with an unsuccessful Application.
(h) In no circumstances will CAF pay or reimburse any costs or expenses incurred by You in connection with Your Application or Your participation the Certification process.
(i) Clause 13 applies in relation to any disputes arising in connection with an Application.
4. Certification Term
(a) If Certification is granted in accordance with these Terms, the Certification will continue during the Certification Term, subject to these Terms.
(b) If an updated version of the Relevant CAF Standard is issued during the Certification Term, CAF may (but is not obliged to) notify You and invite You to apply to have Your Building’s compliance re-assessed against the updated version. If You elect to do so, additional fees and charges may apply.
5. Your responsibilities
(a) During the Certification Term, You must, and must take steps to ensure that Your Personnel:
(i) act in good faith in all dealings with CAF and its Personnel;
(ii) comply with:
(A) these Terms;
(B) the CAF Guide to Certification including without limitation the CAF Core Principles and the CAF Worker Engagement Protocol;
(C) the CAF Licensing Guidelines;
(D) CAF’s policies and procedures and any reasonable directions given by CAF; and
(E) all applicable Laws; and
(iii) cooperate reasonably with CAF, the Auditor, the Union and any other person notified by CAF involved in administering the CAF Certification Scheme.
(b) Without limiting clause 5(a), You must:
(i) submit all required information to CAF at times required by CAF (acting reasonably);
(ii) participate in and organise meetings scheduled by CAF;
(iii) respond to and facilitate requests by CAF for information relating to,
(iv) immediately report any actual or potential compliance breaches to CAF; and
(v) actively monitor compliance with the CAF Certification Scheme and the compliance of all persons involved in providing cleaning services in respect of Your Building;
(vi) not do anything that does or is reasonably likely to bring CAF or any CAF Personnel into public disrepute or ridicule; and
(vii) notify us if a Change in Control is proposed to occur
(c) You agree to provide CAF with such information and assistance as CAF reasonably requests from time to time in connection with the further development of the CAF Certification Scheme, for instance, by participating in feedback sessions and interviews.
(d) Without limiting any right or remedy of CAF, if at any time during the Certification Term You become aware of any actual or potential breach of these Terms, including any non-compliance with the Relevant CAF Standard, the CAF Core Principles or any Law by You or any of Your Personnel, You must notify CAF immediately and provide CAF such information as it reasonably requires in relation to the event giving rise to the breach and steps taken or proposed to be taken to mitigate its consequences.
(e) You must by notice in writing immediately advise CAF if at any time during the Certification Term:
(i) any existing Cleaning Services Contract is or is likely to be terminated, renewed or varied;
(ii) any new Cleaning Services Contract is or is likely to be entered into;
(iii) any tender or other process is proposed to be conducted in relation to the future supply of cleaning or related services in respect of Your Building;
(iv) a material change occurs in relation to Your Building’s cleaning supply chain; and/or
(v) Your Building, or any part of it, is leased, sold or offered for lease or sale or proposed to be substantially refurbished or demolished.
6. Your rights
If Certification is awarded in accordance with these Terms, during the Certification Term:
(a) CAF will take such steps as it determines from time to time to promote the fact that Your Building is Certified including through its online platform and social media accounts, unless You direct us in writing that you do not wish us to do so; and
(b) subject to these Terms and the CAF Licensing Agreement, You may publicly represent that Your Building is certified under the Relevant CAF Standard in accordance with the CAF Licensing Guidelines.
(a) You must pay the application fee described in the CAF Fee List to CAF at the time Your Application is accepted.
(b) During the course of an audit, if CAF becomes aware of or suspects that Your Building does not comply with the CAF Framework and therefore is not eligible for certification, additional fees or charges may be payable by You to reflect the additional costs in re-assessing Your Building, such as, for instance, the cost of a second audit of Your Building.
(c) If CAF determines to award Certification to Your Building, You will be required to pay an annual health check fee as set out in the CAF Fee List or as otherwise notified by CAF.
(d) At times, there may be a need for follow up which requires the engagement of an auditor or an additional assessment by CAF. This will be subject to additional fees which will be communicated in advance and subject to Your approval.
(e) CAF may vary the Fees at any time by giving You at least 60 days’ notice.
(f) All fees are exclusive of GST which will be additionally charged by CAF. CAF will issue a valid tax invoice. All fees paid are non-refundable.
8. Licencing and use of marks
(a) If a Certification is granted in relation to Your Building, CAF will grant You a non-exclusive, non-transferable licence to use and display the CAF Branding during the Certification Term in accordance with the CAF Licensing Guidelines if you enter into the CAF Licensing Agreement with CAF.
(b) Your right to use any CAF logos, marks or branding is at the sole discretion of CAF and may be revoked at any time. In the event of revocation, references by You to CAF either in part or whole must be removed within seven Business Days of notification.
(c) Termination of Your Certification or withdrawal of any associated rights will automatically result in termination of the CAF Licensing Agreement and of Your right to use and display CAF Branding.
9. Acknowledgment and Disclaimer
(a) You acknowledge that CAF does not, and does not purport to, whether in connection with the CAF Certification Scheme or otherwise, provide any advice, guarantee or assurance in relation to Your or any other person’s compliance with any Law. The CAF Certification Scheme operates as a guide to best practice only and is informed by input CAF receives from its partners. You are responsible for obtaining Your own independent advice in relation to Your compliance with the Law and for any failure to comply with the Law.
(b) To the maximum extent permitted by law, CAF on its own behalf and on behalf of its members, affiliates, directors, officers, partners, and Personnel, excludes and disclaims any and all liability, for any expenses, losses, damages or costs whatsoever incurred by You however arising (whether in contract, tort (including negligence) or otherwise) suffered or incurred by You in connection with Your participation in the CAF Certification Scheme including any expenses, losses, damages or costs arising from:
(i) the process by which Your Application is considered; or
(ii) the administration of the CAF Certification Scheme.
You indemnify CAF, its members, affiliates, directors, officers, partners, and Personnel (each an Indemnified Party) and hold each Indemnified Party harmless from and against all Losses (including all legal costs, and any other associated fees and costs) which an Indemnified Party suffers or incurs in connection with:
(a) any breach of these Terms or any document referred to in these Terms by You or any person for whom you are responsible including any failure by You to pay amounts owed to CAF in accordance with these Terms;
(b) any infringement or alleged infringement of CAF’s rights including in relation to the CAF Branding; and
(c) any negligent or wilful act or omission by the You, Your Personnel or any person for whom You are responsible.
11. Withdrawal of Certification
(a) Without limiting any of its other rights or remedies, CAF may at any time immediately withdraw any Certification if You fail to comply with any provision of these Terms or if any of the events listed in clause 5(d) or 5(e) occurs.
(b) If Your Certification is withdrawn, You must:
(i) remove all references to Certification from Your Building within seven Business Days;
(ii) notify all of persons directly or indirectly involved in providing cleaning services in respect of Your Building that You no longer hold Certification within seven Business Days;
(iii) take all reasonable steps to ensure that all persons in Your cleaning services supply chain cease to make any reference to CAF or the CAF Certification Scheme; and
(iv) upon request, certify in writing to CAF that You have done so.
(a) Without limiting any of CAF’s other rights whether under these Terms or otherwise, CAF may terminate any contract with You which incorporates these Terms with immediate effect by written notice to You if:
(i) You fail to make any payment under these Terms by the due date for that payment;
(ii) You obtain Certification as a result of any misrepresentation, fraud or misconduct;
(iv) You misrepresent your participation in the CAF Certification Scheme in any way;
(v) You engage in any conduct that brings or is reasonably likely to bring CAF or any of its members into disrepute;
(vi) a Change of Control occurs without CAF’s prior written approval;
(vii) You are the subject of an Insolvency Event; or
(viii) You breach any provision of these Terms.
(b) Either party may terminate any contract of which these Terms form part for convenience and without the need to provide reasons by providing 20 Business Days’ notice to the other party.
(c) On termination or expiry of any contract of which these Terms form part:
(i) all money owed by You to CAF will become immediately due and payable;
(ii) You will not be entitled to, and You agree not to seek, any fees, costs, damages or other compensation from CAF;
(iii) Your access to CAF’s tools, resources, information and advice will be immediately withdrawn; and
(iv) any and all rights under the CAF Licensing Agreement to use CAF logos, marks, intellectual property and marketing material will cease immediately. You must immediately remove and discontinue any use of these.
(iii) You or any of Your Personnel or any other person for whom You are responsible fails to cooperate with any investigation by CAF in connection with Your Certification;
13. Dispute resolution procedure
(a) By accepting these Terms, You agree to act in good faith and cooperate reasonably with CAF in relation to the resolution of any disputes or disagreements that arise in connection with Your participation in the CAF Certification Scheme. For the avoidance of doubt, nothing in this clause operates in relation to any matter or dispute involving the application or interpretation of any Law, including but not limited to the Fair Work Act 2009 (Cth) or the Cleaning Services Award 2010.
(b) If You wish to raise a dispute in relation to Your participation in the CAF Certification Scheme, You should first do so directly with the other party in an attempt to resolve the matter.
(c) If a resolution is unable to be achieved, You should provide notice in writing to the CAF secretariat detailing the matter leading to the dispute, the other persons involved, and any steps already taken to attempt to resolve the dispute.
(d) The CAF secretariat may raise the matter with the CAF Certification Panel which may consider the dispute in accordance with the terms of the CAF Guide to Certification.
(e) The decision of the CAF Certification Panel is final and binding.
(a) In these Terms:
(i) the singular includes the plural and vice versa;
(ii) the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar expressions;
(iii) a reference to a document or instrument, including these Terms, includes all of its clauses, paragraphs, recitals, parts, schedules and annexures and includes the document or instrument as amended, varied, supplemented or replaced from time to time;
(iv) unless otherwise stated, a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; and
(v) if the day on or by which something must be done is not a Business Day, that thing must be done on the next Business Day.
(b) No provision of these Terms will be construed to the disadvantage of CAF merely because CAF is responsible for the preparation of the Terms or the inclusion of the provision in these Terms.
(c) These Terms may be amended by CAF at any time. Any such amendment will be published on CAF’s website.
(d) Your rights, interests and obligations under these Terms are personal and You must not assign or otherwise deal with them without the prior written consent of CAF which may be given or withheld at CAF’s sole discretion.
(e) The termination or expiry of Your Certification or any associated rights under these Terms does not operate to terminate any rights or obligations under these Terms that by their nature are intended to survive termination or expiration and those rights or obligations remain in full force and binding on the party concerned.
(f) These Terms do not create a relationship of employment, agency, partnership or joint venture between the CAF and You.
(g) If any provision of these Terms is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and if this cannot be done, the entire provision is to be severed from these Terms without affecting the validity or enforceability of the remaining provisions of these Terms.
(h) No failure to exercise or delay by CAF in exercising any right given by or under these Terms constitutes a waiver and CAF may still exercise that right in the future. No single or partial exercise of any right precludes any other or further exercise of that or any other right.
(i) If there is any inconsistency between any provision in these Terms and any provision in any other document forming part of the agreement between You and CAF, the relevant provision listed higher in the list below will prevail to the extent of the inconsistency:
(i) these Terms;
(ii) the CAF Certification Guide;
(iii) the CAF Licensing Agreement; and
(iv) the CAF Licensing Guidelines.
(j) These Terms are governed by the laws in force in in the place where Your Building is located.