2.  Background and Parties

1. PetCloud operates a pet management and booking platform that connects pet owners with providers of pet-care and related services.

2. You run your own independent business and offer your services to clients, including clients you meet through the Platform.

3.  Definitions

“Services” means the pet-care and related services you agree to provide for a particular job, booking, project or milestone, as described in the relevant listing, booking confirmation or Statement of Work.

“Published Listing” means an active, approved service listing on the PetCloud Platform.

“Platform Client” means any pet owner or customer you are introduced to, or transact with, through the Platform.

“Police Check” means a current National Police Certificate (criminal history check) that PetCloud accepts as satisfactory.

4.  Independent Contractor Relationship

You run your own business. This Agreement does not make you an employee, agent, partner or joint venturer of PetCloud. This means:

1. you are not entitled to employee benefits from PetCloud such as paid Holidays, paid time off for Sickness or Injury, or employer-paid superannuation;

2. you manage your own income tax, GST (if registered), superannuation, insurances and other statutory obligations for your business; and

3. you will describe yourself accurately as an independent business and not as an employee of PetCloud.

5.  Control – You Decide How, When and Where

You have full control over how you perform the Services. You:

1. choose which jobs, bookings or types of work you take on, and you can accept or decline any job;

2. decide how, when and where you complete each job, including the methods, sequence and manner of the work;

3. work free of supervision by PetCloud over the way you do the work, meeting only the client’s reasonable requirements for the booking, the law, and animal-welfare standards;

4. set your own working hours and are free to work for other clients and platforms; and

5. set your own prices, adding an optional margin on top so that you are satisfied with the amount paid out to you after Platform fees. You also proactively work with a tax agent to discuss Platform fees as potential tax deductions.

6.  Delegation and Subcontracting

You may delegate or subcontract the Services to another person, as long as that person:

1. holds a current Published Listing on the PetCloud Platform;

2. has passed identity, police check or disability worker check accepted by PetCloud; and

3. you have informed PetCloud by email that you are delegating the job to the suitable person; and

4. you have asked the Client, and the Client has emailed their written permission to PetCloud for job delegation; and

5. the person delegated to has completed quality, safety and your NDIS training OR Pet Professional training to assist them in carrying out work with due care and skill.

You remain responsible for any work you delegate or subcontract, including the acts and omissions of your delegate, and for making sure your delegate follows this Agreement and all applicable laws and animal-welfare standards.

7.  Tools, Equipment and Presentation

As part of responsible pet ownership clients are expected to provide all food, supplies and equipment. At your own cost, you supply your own tools, equipment, materials, vehicle, and clothing to complete the job. PetCloud does not supply these items and does not reimburse you for them.

8.  Quality Standards

You are responsible for carrying out your work with due care and skill, and agree to commit to uphold laws and standards required.

1. You will proactively take pet professional training to improve your skills and understanding of duty of care.

2. You will maintain awareness of Animal-welfare laws: you comply with the animal-welfare legislation and local council by-laws that apply, and you treat every animal in your care safely, humanely and according to the animal’s medical condition and age;

3. You will proactively seek Vet advice listed on the site to ensure issues are identified and treated early.

4. You will uphold ACCC / Australian Consumer Law: you deal fairly and honestly with clients. For example, you list an accurate price and do not advertise a low price and then ask the client for more money once the job has started (no “bait” pricing or misleading conduct);

5. You are subject to the civil and/or criminal laws, penalties and consequences including prosecution for intentional, wilful or negligent conduct;

6. should you take on NDIS Jobs, you are answerable to the NDIS Quality and Safeguards Commission;

7. Duty of Care: under regional frameworks such as Queensland’s Animal Care and Protection Act 2001, caretakers and owners must legally provide appropriate food, water, accommodation, and medical treatment; and

8. Mandatory Standards: legislation and codes of practice set minimum baselines for humane handling and living conditions based on the “Five Domains” model of animal welfare (nutrition, environment, health, behaviour, and mental state).

9.  Basis of Payment

You are paid for results – on completion of an agreed job, project or milestone, rather than for time worked. You are paid for each completed job or agreed milestone at the amount shown or agreed for that job, less any Platform fees or commission we notify to you. You issue valid tax invoices where required, and you account for GST if you are registered for GST.

Proof of Quality & Service Delivery: every job requires a photo upload via the PetCloud Platform as part of Proof of Quality & Service Delivery, so that funds are released to you.

10.  NDIS Jobs

1. You agree that all NDIS Jobs include travel expenses unless otherwise stated.

2. You are still an independent contractor for NDIS Jobs, and all other terms of this Agreement continue to apply to them.

3. You agree to submit time sheets upon work completion, as this allows all parties involved to accurately monitor the Participant’s funding utilisation and ensure that their supports remain aligned with the duration and budget of their NDIS plan. Delayed time sheet submission makes it significantly more difficult to track spending and manage their funding effectively.

4. You agree that any increase in travel or hours must be advised to us by the Client in writing by email first. We are unable to process any time sheet increases in travel or hours unless it is advised in writing in an email to us by the Client first so that our agreement with them is updated and budget adjusted. Please ask them to email ndis@petcloud.com.au and accounts@petcloud.com.au first.

11.  No Integration – Your Own Independent Business

You run your own independent business, and you are free – and encouraged – to provide services to the general public and to other clients, including through other channels and platforms. You are not required to work only for PetCloud, you are not part of PetCloud’s business or organisation.

12.  Commercial and Financial Risk and Insurance

You carry the commercial risk of your own business. You:

1. set your own prices for the Services (in line with the price shown in your Published Listing and any fee agreed with the client);

2. hold and maintain your own current public liability insurance;

3. personal accident/personal injury insurance, and any other insurance suited to your business, and you provide certificates of currency to PetCloud or Pet Owners on request;

4. fix any defective, incomplete or unsatisfactory work at your own cost and in your own time;

5. carry the risk of profit or loss on each job;

6. take training so that you understand the occupational health and safety standards which are but not limited to; washing hands, correct lifting, non-slip footwear, following property safety checklists, using correct equipment according to the animal type and strength, reading animal behaviour, preventing dog fights; and

7. budget to cover excess fees for liability claims.

13.  Superannuation and Time Off

You run your own business, so you put aside savings or make superannuation contributions out of the fees you earn. You are responsible for:

1. You are responsible for sending a percentage of your earnings to your Superannuation fund each payout.

2. Holidays: you are responsible for saving money for your own Holidays.

3. Medical, Sickness or Injury: you are responsible for saving money in case of Sickness, Injury or Maternity.

4. you agree to block out and publish your unavailable dates in your PetCloud calendar each week, so that PetCloud does not send you customers for those dates.

14.  ABN, GST and Taxes

You are responsible for applying for your own free Australian Business Number (ABN) from the Australian Taxation Office (ATO), and for registering for GST when it applies to you (generally once your business turnover reaches the ATO’s GST registration threshold). You are responsible for identifying and claiming tax deductions, and lodging tax returns, and, if registered, GST.

Unless stated otherwise, amounts payable are expressed exclusive of GST. If a Party makes a taxable supply, the recipient pays any applicable GST on receipt of a valid tax invoice.

15.  Non-Solicitation and Non-Circumvention

You are free to compete and to work for anyone you choose. This clause does not stop you running your own business or working for other clients or platforms. To protect PetCloud’s legitimate business interests, you agree that during this Agreement and for 12 months after it ends, you will not:

1. circumvent the Platform by arranging, soliciting or accepting off-Platform bookings from a Platform Client that were, or would ordinarily be, transacted through the Platform, in order to avoid Platform fees or commission;

2. solicit or entice away any Platform Client you first met or were introduced to through the Platform, in a way that diverts business away from the Platform; or

3. solicit or entice away any other PetCloud subcontractor, provider or staff member to leave or reduce their engagement with PetCloud.

PetCloud has a zero-tolerance policy for referring, soliciting or taking Platform Clients off the Platform. Any attempt to refer or move a Platform Client off the Platform to avoid Platform fees is a serious breach of this Agreement and will be treated accordingly.

If you breach this clause, PetCloud may deactivate your account, and financial consequences will apply: PetCloud may issue you an invoice for its loss of revenue, calculated as the average booking value multiplied by the number of bookings diverted, and any unpaid invoice may be referred to a debt collector for recovery.

16.  Eligibility, Checks and Compliance

1. You keep a current Published Listing and a current Police Check while you are engaged, and you hold all licences, registrations and permits the law requires for the Services.

2. You follow all applicable laws, animal-welfare standards, and PetCloud’s reasonable Platform policies and standards as notified from time to time (these relate to outcomes and safety, not to the way you perform the work).

3. You hold the insurances described in clause 12.

17.  Confidentiality and Privacy

You keep confidential all non-public information of PetCloud and of Platform Clients (including client lists and contact details) that you obtain through your engagement, and you use it only to perform the Services. You comply with the Privacy Act 1988 (Cth) and handle the personal information of clients and their contacts appropriately. This clause continues after this Agreement ends.

18.  Intellectual Property

You keep ownership of your own pre-existing materials, tools and branding. PetCloud keeps ownership of the Platform and its trade marks, content and systems.

19.  Indemnity and Liability

To the maximum extent permitted by law, you indemnify PetCloud against any loss, damage, liability, cost or claim arising from your (or your delegate’s) performance of the Services, breach of this Agreement, negligence, or breach of law. Each Party’s liability is reduced to the extent the other Party caused the loss. Nothing in this Agreement excludes rights or guarantees that cannot lawfully be excluded.

20.  Term and Termination

1. This Agreement starts on the date it is signed and continues until it is terminated.

2. Either Party may terminate this Agreement for convenience on 7 days’ written notice.

3. Either Party may terminate immediately by written notice if the other Party breaches a material term and does not fix it within 14 days, becomes insolvent, or acts in a way that endangers animal welfare or client safety.

4. Termination does not affect rights that have already accrued, or clauses meant to continue (including confidentiality, non-solicitation, indemnity and intellectual property).

21.  Dispute Resolution

Before starting court proceedings (except for urgent interlocutory relief), the Parties first try to resolve any dispute by good-faith discussion and, if it is not resolved within 14 days, by mediation administered in the state or territory named in clause 22.

22.  General

1. Governing law: this Agreement is governed by the laws of Queensland, and the Parties submit to the courts of that jurisdiction.

2. Entire agreement: this Agreement, together with any Statement of Work or booking terms and PetCloud’s Platform terms, is the entire agreement between the Parties.

3. Variation: any variation must be in writing and signed by both Parties.

4. Assignment: you may not assign this Agreement without PetCloud’s prior written consent (delegation of Services is dealt with in clause 6).

5. Severability: if any provision is invalid or unenforceable, it is severed and the rest of the Agreement continues.

6. Notices: notices must be in writing and sent to the address or email each Party notifies.