Terms Of Stellmann Certified Installer Program And Contractor Agreemen

These terms apply from 1 November 2026. The Program Policy they refer to is here.

This letter confirms the terms that Stellmann Pty Ltd (ABN: 22 636 190 086) (Company) is prepared to:

Stellmann Certified Installer Program

provide you a structured onboarding program comprising online preparation followed by a practical certification assessment, held at a Company certification event or on site, as the Company decides. To support early success, the Contractor will be provided with:
1. "Done‑With‑You" assistance on your first installation and a review of your first three self‑sourced job quotes;
2. the Contractor will also gain access to a comprehensive "Stellmann Sales Toolkit", including industry flyers and commercial quote templates.
3. Upon completion of onboarding requirements, the Contractor will unlock the "Stellmann Certification Portal" access, including the commercial quote generator, warranty templates, priority support, the Managed Reapply Engine for the Contractor's own logged clients, and co‑branded end‑customer nurture reminders.
4. First offer of routed leads, priority reapply leads and Gold pricing are available only to Contractors who hold Gold status, as set out under "Certification Tiers". A Contractor who holds Silver status may be offered a routed lead only as set out under "Lead Routing and Success Fees".
classify you as a "Stellmann Certified Installer".

Contractor Agreement

engage you as contractor; and
classify you as a "Stellmann Certified Installer".

Compliance with terms and conditions

To:

join and remain a member of the Stellmann Certified Installer Program;
be engaged as a contractor and be classified as a Stellmann Certified Installer, you must comply with all terms set out in this document.

This document will become binding when accepted electronically, including by clicking 'Yes', ticking an acceptance box, or otherwise confirming agreement through the online platform.

STELLMANN CERTIFIED INSTALLER PROGRAM

Program Policy Reference and Updates

The Contractor acknowledges and agrees that clauses under the heading "Contractor Agreement" will also apply under the Stellmann Certified Installer Program.
The parties agree that operational items, including but not limited to rates, caps, and templates, will be set out in a separate Program Policy or Schedule referenced in this document.
Stellmann may update the Program Policy on 7 days' notice; any material changes will entitle the Contractor to terminate the Stellmann Certified Installer Program, if not accepted.

Certification Tiers

Upon certification the Contractor holds Silver status, unless and until it is awarded Gold status by the Company. Silver status gives the Contractor the benefits set out in this Agreement, except first offer of routed leads, priority reapply leads and Gold pricing.
Gold status is awarded by the Company and cannot be purchased. The Company assesses Contractors against the eligibility set out in the Program Policy, as amended from time to time, including completed work the Contractor has sourced itself, proof supplied to the Company, and installation logging. Gold status is open to Contractors wherever they work, and there is no limit on the number of Contractors who hold it.
Gold status gives the Contractor first offer of routed leads within the geographic area determined by the Company under the Program Policy, priority reapply leads, Gold pricing on the products set out in the Program Policy, and the other Gold benefits set out in the Program Policy.
The Company may review Gold status quarterly. A Contractor that fails to meet the Gold Criteria at a review will receive a written warning and retain Gold status. If the Contractor fails to meet the Gold Criteria again at the next review, its status will revert to Silver. The Company may also suspend or remove Gold status under the "Lead Routing and Success Fees" clause.
The Company's determination regarding Gold status is final. Neither Silver status nor Gold status guarantees any number of leads, jobs or revenue.
A Contractor certified before 1 January 2027 whom the Company notifies in writing that it holds Gold status keeps Gold status until 30 June 2027, provided it has accepted this Agreement before 1 January 2027. After that date the quarterly review applies. A Contractor who has not accepted this Agreement by 1 January 2027 will be classified as Silver status and will not be eligible to hold or retain Gold status until it has accepted this Agreement.
The Company may amend the Program Policy from time to time by providing not less than 7 days' written notice to Contractors

Program Fee

The Contractor must pay the Program Fee as set out in Schedule A Item 2(a) or (b).
Eligibility for the Guarantee Mechanics is conditional upon payment of the Program Fee as set out in Schedule A Item 2(a).
The Company may vary the Program Fee at its discretion by providing the Contractor with no less than 30 days' prior written notice. Any revised fees will take effect at the expiry of the notice period unless the Member gives notice to terminate their participation in accordance with this Agreement before the changes come into effect.
The Company shall have the sole and absolute discretion to determine, amend, and apply different rates, fees, or pricing structures for any territory, region, market segment, or contractor as it deems appropriate from time to time.
The Contractor acknowledges and agrees that rates may vary between territories or contractors and that the Company's determination in this regard shall be final and binding.
There is no recurring membership fee. The Program Fee is the only fee for certification.
For the purposes of this Agreement, a Contractor is “Active” where, within the preceding twelve (12) weeks, the Contractor has either:
1. logged at least one installation job in the Company’s nominated CRM Form; or
2. placed at least one coating kit order with the Company.
A Contractor that has neither logged an installation job nor placed a coating kit order in the preceding twelve (12) months loses its certified status. It may regain certified status by passing the practical certification assessment again at a Company certification event.
Certification provides access to the Stellmann Certification Portal, priority technical and quoting support, reminders. Certification, Silver status or Gold status do not guarantee any minimum number of leads, booked jobs, quotes, or revenue in any period.

Payment Terms and Suspension, Termination

Should the Program Fee or Travel Time and Associated Fees not be received by the due date, then the Company in its sole discretion may, following written notice:
1. suspend the Contractor from the Program (including the Stellmann Certification Portal) if payment is overdue seven (7) days; and
2. terminate the Contractor from Program (including the Stellmann Certification Portal) if payment is overdue thirty (30) days.
The Company may set-off any amount owed by the Contractor to the Company against any amount payable, credit, or other entitlement including success fees and kit credits.
Should the Contractor wish to terminate its participation in the Program, it must provide the Company with no less than 30 days' written notice.
The Contractor will retain full access to, and may continue to participate in, the Program until the effective date of termination.
Any credits accrued by the Contractor from the Company prior to the effective date of termination shall survive termination of this Agreement.
Such credits may only be redeemed as store credit for goods or services offered by the Company and shall not be redeemable for cash or any other form of payment.
All unused credits will automatically expire twelve (12) months after the date of termination, after which the Contractor shall have no further claim to them.

Lead Routing and Success Fees

The Company controls lead routing and may set city caps and quality/verification prerequisites.
Only Active Contractors (as defined in clause 7 under “Program Fee”) are eligible for lead routing.
The Company offers a routed lead first to Contractors who hold Gold status and work within reasonable travel of the site, as the Company decides. It may offer the lead to a Contractor who holds Silver status where no Contractor holding Gold status is within reasonable travel, or where each one offered the lead declines it or does not answer within the accept window.
The Company reserves the right to pause or revoke lead routing for non-compliance of these terms.
For routed “handover” leads where the Contractor contracts directly with the client, a success fee at the percentage rate set out in Schedule A Item 6 of the job revenue is payable by the Contractor to the Company upon award of the job. Unless otherwise agreed in writing, this success fee is added to the Contractor’s quoted price and is not deducted from the Contractor’s margin. The success fee may be netted against any kit credits.
A Contractor offered a routed lead must accept or decline it within 4 business hours of the offer. Acceptance of the routed lead constitutes confirmation of the Contractor's availability for the proposed works.
A Contractor who accepts a routed lead must contact the client by phone or email within 24 hours of accepting it to book the installation, and notify the Company of the contact, in writing. The first time a Contractor does not do so in a quarter, the Company will give it a written warning. If it happens again in the same quarter, the Company may remove the Contractor's Gold status, or stop offering it routed leads.
If a Contractor accepts a routed lead and then does not complete the job as agreed, the Company may immediately suspend or remove the Contractor's Gold status, or stop offering it routed leads. This does not apply where the Contractor declined the lead before accepting it, where a genuine emergency prevented the work, or where the client cancelled.
The Company may, at its sole discretion, designate a non‑exclusive territory (Territory) within which the Contractor is authorised to market, promote, and provide the Services. Any such designation shall be set out in writing by the Company and the Contractor will be given notice.
The Contractor acknowledges that the Territory is non‑exclusive and that the Company retains the unrestricted right to operate, market, supply, or appoint other contractors, agents, franchisees, or representatives within the Territory at any time.
The Company may vary, expand, reduce, or withdraw the Territory upon providing written notice to the Contractor. The Contractor shall have no claim for compensation, loss of profits, or damages arising from any such modification.
Nothing obliges the Company to allocate a Territory to the Contractor, nor to maintain any Territory previously allocated.

Guarantee Mechanics

Subject to clause 4 and 5 above, if within thirty (30) days the installer completes training, runs the launch sequence, submits five (5) quotes (three reviewed), and logs two (2) installs, the Company will credit the sum as set out in Schedule A Item 7 (valid for twelve (12) months).
The credit is in the form of a kit credit, only. For avoidance of all doubt the credit will not be a cash refund.

Brand Use and Data Consent

The Contractor is granted a limited licence to use "Stellmann" marks within approved templates, subject to brand guidelines.
The Contractor acknowledges and it agrees that the Company owns exclusively all Confidential Information and Intellectual Property, and the Contractor has no rights to Company's Confidential Information and Intellectual Property during the term or following termination, save for the licence that the Company issues to the Contractor.
The Contractor provides express consent for the Company to contact the Contractor's past clients for maintenance/reapply campaigns in compliance with Privacy Laws.

Site Inspections

Site inspections, field assessments and samples the Contractor provides for a routed lead or for its own lead form part of the Contractor's own sales process. The Company does not pay or credit any fee for them, unless the Company agrees a fee in writing for a specific job before the inspection takes place.
Site inspections carried out before 1 November 2026 are settled under the terms that applied when they were carried out.

Subcontract Labour Rates (Guidance)

Subcontract labor rates are set out in Schedule A Item 9.

City Band Uplift

City Band cost-of-work uplift applies as set out in Schedule A Item 10.

Travel Time and Associated Fees

The Contractor acknowledges and agrees that any onsite attendance or in‑person training provided by the Company will incur additional charges. Two exceptions carry no travel charge: the certification assessment at a Company certification event, held on the dates and at the places the Company sets; and one on-site training session, as defined in the Program Policy, for a Contractor that earns Gold status at a quarterly review, held on the day before or the day after a Company certification event in that city, on the date the Company sets.
These charges include, but are not limited to, travel time, mileage, transportation costs, accommodation (where required), and any other reasonable expenses associated with the Company's personnel travelling to and from the Contractor's site.
Travel time will be billed as set out in Schedule A Item 11. If no fees are set out in Schedule A Item 11, then it will be agreed in writing between the parties.
All travel‑related fees will be invoiced to the Contractor and are payable within 7 days.

CONTRACTOR AGREEMENT

Term of Engagement

The Contractor shall be engaged to undertake the Project / Specific Task set out in Item 3 of the Schedule B, between the period set out in Item 4.

Non- exclusivity

During the Term:
1. the Contractor may provide the same or similar goods or services to other clients, provided that such outside work does not:
  1. materially delay or interfere with the Contractor's timely performance of the Services under this Agreement; or
  2. diminish the quality of the Services delivered to the Company.
2. The Contractor shall not subcontract, delegate or assign any portion of the Services to a third party without the Company's prior written consent. If consent is given, the Contractor remains liable for all work performed by any approved subcontractor and must ensure such subcontractor complies with this Agreement's terms.
3. The Company may, at its sole discretion, engage other individuals or entities to provide the same or similar Services as those covered by this Agreement.
4. The Contractor may refer to itself as a "Stellmann Certified Installer" solely for the purpose of indicating that it has met the Company's certification criteria. However, the Contractor must not represent, imply, or otherwise create the impression that the Company endorses, guarantees, or is responsible for the Contractor's workmanship, services, or conduct.
This Agreement does not establish any employment, agency, joint venture, or partnership relationship between the Contractor and the Company and neither party can bind the other by any contract or representation to any other agreement or form of relationship.
Nothing in this Agreement shall construe the Contractor as an employee of the Company. The Contractor represents to the Company that the Contractor is entering into this Agreement solely in its capacity as an independent Contractor, engaged in an independent business, separate from the Company.
The Contractor undertakes and agrees that as an independent Contractor the Contractor shall be solely responsible for; (1) the payment of superannuation, holiday pay, annual leave loading, personal leave and any other entitlement in respect of the Contractor's provision of the Services to be provided hereunder; (2) the acquiring and maintaining of an adequate workers compensation insurance policy in respect of the Services to be provided pursuant to this Agreement and, the details of such policy including insurance company, policy number and expiry date must be supplied by the Contractor to the Company, upon request of the Company.

Services

The Contractor agrees to provide the Services to the Company and Company's client as set out in Item 5.

Defects in Services provided

If any part of the Services is defective or not delivered in accordance with this Agreement, the Contractor must, at its own cost and within:
1. five (5) Business Days of receiving written notice from the Company or the Company's client, promptly remedy the defect or re-perform the affected Services; or
2. within 48 hours of receiving written notice from the Company or the Company's client, promptly remedy the defect or re-perform the affected Services, if urgent and poses a real safety issue;
If the Contractor fails to comply with this clause within the required timeframe, the Company may engage a third party to carry out the necessary remedial work. The Contractor must reimburse the Company for all reasonable costs and expenses incurred in arranging and completing that work within fourteen (14) days of receiving an invoice.

Contractor Duties

If the Contractor engages with the Company's client directly, the Contractor shall include the following disclaimer, or wording substantially similar and approved by the Company, in all customer-facing contracts, invoices, quotations, promotional materials, and communications relating to installation services:
"Installation services are provided independently by us and are not performed, supervised, or guaranteed by Stellmann. Stellmann is solely responsible for the supply of products and any applicable product warranties, and does not assume liability for installation workmanship or outcomes"
The Contractor agrees to ensure that the disclaimer in clause 8, above is prominently displayed and communicated to customers prior to the commencement of any installation work. Failure to comply with this requirement shall constitute a material breach of this Agreement.
The Contractor shall work in a professional, skillful and competent manner, exercising reasonable care at all times and providing the Services to the highest possible standard expected of someone in the position set out in Item 2, to achieve or otherwise complete the Project/Specific Task set out in Item 3 of the Schedule B.
The Company will provide at least 72 hours' notice of any scheduled installation or maintenance. The Contractor must accept or decline acceptance within 24 hours. A Contractor who accepts a scheduled installation or maintenance must contact the client by phone or email within 24 hours of accepting it to book the installation or maintenance, and notify the Company of the contact, in writing.
If the Contractor fails to contact the client, the Company will give it a written warning. If the Contractor fails to meet an agreed schedule without prior notice, the Company may engage another contractor and deduct any additional costs from the Contractor's next invoice.
The Contractor must follow all site-specific operating hours, security protocols, noise restrictions, and parking rules communicated by the Company or the site owner. Any fines, delays, or extra costs arising from Contractor's non-compliance are the sole responsibility of Contractor.
The Contractor must maintain accurate records of work undertaken on behalf of the Company, including names of clients, dates and hours worked, and the Company may, upon reasonable notice, audit the Contractor's records and supporting documentation relating to the Services to verify compliance with this Agreement and the accuracy of any invoice submitted. The Contractor must provide all reasonable assistance and access for such audit.

Lawful Directions

The Contractor shall carry out all lawful directions given by any member of the Company's management team.

Price and Payment

The Contractor shall be paid the Fee as set out in Item 6 of the Schedule B, provided that the Contractor has complied with all its obligations pursuant to and under this Agreement.
Any payment made by the Company in respect of any invoice is made on account and is not taken to constitute any approval of the Services provided.
The Fee shall be paid as set out in Item 6 in arrears after the Contractor has submitted the Contractor's Tax Invoice with the Contractor's Australian Business Number (ABN), if applicable, and Goods and Services Tax (GST) amount on the basis that, if the Contractor is registered for GST and if the Contractor operates its business in Australia.
Invoices which are submitted for payment and do not conform to the published tax regulations or in accordance with details set out in Item 6 of the Schedule B may be returned for correction prior to processing.
The Company may set-off or deduct from any monies payable to the Contractor under either the Stellmann Certified Installer Program Agreement or the Contractor Agreement any amounts which are payable by the Contractor to the Company under either agreement, or otherwise, including but not limited to amounts arising from defects, non-compliance, rectification costs, or any other liability of the Contractor to the Company. The right of set-off applies irrespective of whether such amounts arise under one or both agreements and may be exercised at the Company's sole discretion.

Termination

The Company may terminate this Agreement without prior notice if the Contractor or the Contractor's director (if a corporation):
1. commits any serious (Defects in Services provided, Contractor Duties, Workplace Health and Safety, Warranties and Indemnities, Intellectual Property, Confidentiality and Policies) or persistent breach of any of the provisions of this Agreement;
2. is found guilty of any fraud, misconduct or negligence in the discharge of their duties;
3. the Contractor or the Contractor's director is convicted of a criminal offence which impact the Contractor's ability to perform the Services and discharge the Contractor's obligations under this Agreement and/or may harm the name, reputation or image of the Company; or
4. the Contractor is unable to pay its debts as they fall due.
The Company may terminate this Agreement for any reason (for convenience) by giving the Contractor 1 weeks' written notice of its intention to do so and such termination will be effective at the expiration of that period.
If the Contractor wishes to terminate this Agreement, the Contractor must provide the period of written notice to the Company as set out in Schedule B Item 7 and the Contractor's termination will be effective at the expiration of the notice period.
Upon expiry or termination of this Agreement, the Contractor agrees to:
1. immediately stop providing the Services;
2. immediately deliver to the Company and return to all of the Company's property (including any of our Confidential Information and any of our Intellectual Property) in the Contractor's possession that belongs to the Company;
3. immediately pay any amounts due and payable to the Company by the Contractor under this Agreement;
4. where this Agreement is terminated immediately by the Company in accordance with the terms in this Agreement, the Contractor also agree to pay the Company our additional costs, reasonably incurred, and which arise directly from such termination; and
5. the Company will revoke the Contractor's "Certified Installer" status.
Upon expiry or termination of this Agreement, the Company will pay to the Contractor the portion of the Fee payable to the Contractor (except for any applicable deductions) for any Services properly provided by the Contractor in accordance with this Agreement up until the date of termination.
The Contractor shall not be entitled to claim for any loss of profit, loss of opportunity, indirect or consequential loss, or damages arising from the termination of this Agreement for convenience or otherwise, except for payment for Services properly performed up to the date of termination.
The Contractor must not, without the Company's prior written consent, directly or indirectly solicit, approach, or accept business from any client or customer of the Company with whom the Contractor had dealings during the term of this Agreement and for the following period following termination of this Agreement:
1. 3 years;
2. alternatively if 3 years is not enforceable, 2 years;
3. alternatively if 2 years is not enforceable, 1 year;
4. alternatively if 1 year is not enforceable, 6 months.
To be clear, this clause applies only to:
- (a) clients introduced to the Contractor by the Company;
- (b) clients whose details were supplied by the Company; or
- (c) clients the Contractor first became aware of through the Program.
This clause does not apply to a client the Contractor found itself and did not receive from the Company, whether or not the Contractor logged that client's job with the Company.
A default, breach, or event of default by the Contractor under either the Stellmann Certified Installer Program Agreement or the Contractor Agreement shall be deemed a default under both agreements. The Company may exercise any rights or remedies available to it under either agreement in respect of such default, including but not limited to termination, suspension of services, or recovery of losses.
Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a Force Majeure Event.

For the purpose of this clause, a 'Force Majeure Event' means any event beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, pandemic, or government restrictions. The affected party must notify the other party as soon as practicable and take all reasonable steps to mitigate the effects of the Force Majeure Event.

Workplace Health and Safety

The Contractor is required to:
1. follow instructions and observe Workplace Health & Safety policies and guidelines, including without limitation, comply with instructions designed to ensure that all Services are carried out safely; and
2. work and behave in ways which are safe and do not endanger the health and safety of anyone in or in the vicinity of the workplace or such other location at which the Contractor performs the Services.

Intellectual property

The Company owns all Intellectual Property Rights in the Company's Materials; and nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in the Company's Materials.

"Company's Materials" means all Stellmann Certification Portal, Stellmann Sales Toolkit, Stellmann platform, Managed Reapply Engine, templates work, models, processes, technologies, strategies, materials, information, documentation, and services (including Intellectual property), owned, licenced, or developed by or on behalf of us or the Company's Personnel.
The Contractor acknowledges that if it breaches this clause, then the Company may seek injunctive relief at the Contractor's cost in respect of the breach or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.
The Contractor must, both during and after the term of this Agreement, do all necessary acts and things and sign all necessary documents as the Company reasonably requires to secure the Company's Confidential information and Intellectual Property.
The 'Confidentiality and Intellectual Property' clause will survive termination or expiry of this Agreement.

Warranties and Indemnity

The Contractor, warrants that, in performing the Services under this Agreement, it will:
1. hold and maintain at all times all licences, registrations, qualifications and approvals required by law to undertake the Services in Australia;
2. perform the Services with due care, skill and diligence in accordance with best industry practice, the Company's specifications and instructions;
3. comply with all industry applicable laws, regulations and codes of practices; and
4. maintain in force during the term of this Agreement the insurances reasonably required by the Company (including public liability, professional indemnity and workers' compensation) and provide certificates of currency on request. Minimum insurances requirements include; (1) $10M - Public Liability, (2) $2M Professional Indemnity, and (3) Statutory Workers' Compensation.
To the fullest extent permitted by law, the Contractor indemnifies and must keep indemnified the Company, its officers, employees and agents (each an Indemnified Party) from and against any and all Losses suffered or incurred by an Indemnified Party arising out of or in connection with:
1. any breach of the warranties or any other provision of this Agreement by the Contractor or the Contractor's employees, sub-contractors or personnel;
2. any negligent act or omission or wilful misconduct by the Contractor or the Contractor's employees, sub-contractors or personnel in performing the Services;
3. any personal injury (including death), property damage or environmental harm caused by the Contractor or the Contractor's employees, sub-contractors or personnel in the course of providing the Services;
4. any breach of confidentiality, privacy laws or the Company's policies by the Contractor or the Contractor's employees, sub-contractors or personnel.
Where used in this clause, Losses means all liabilities, losses, damages, costs (including legal costs on an indemnity basis), fines, penalties, expenses and claims of any kind, whether arising under statute, contract or at common law.
An Indemnified Party must give the Contractor prompt written notice of any claim or demand giving rise to a right of indemnity under this Agreement. Failure to give prompt notice does not relieve the Contractor of its indemnity obligation.

Confidentiality

"Confidential Information" means all information disclosed by the Company to the Contractor, directly or indirectly, in any form or medium (whether written, electronic, visual or oral), that is proprietary, sensitive or commercial in nature.
Confidential Information includes, without limitation, the following categories:
1. technical data, know-how, designs, drawings, specifications, formulas, plans, processes, software, firmware, test results, prototypes, performance metrics and schematics;
2. manufacturing processes, methods, techniques, improvements, modifications, derivatives and inventions, whether or not patentable;
3. business strategies, marketing plans, product roadmaps, forecasts, budgets, financial information, pricing, cost models, rebates, discounts and margin analyses;
4. customer, supplier, distributor and vendor information, including contact details, purchase histories, contracts, pricing and payment terms;
5. patent disclosures, patent applications, trade secrets, trademarks, copyright, domain names, trademark applications, registrations and other intellectual property rights;
6. any analyses, compilations, studies, notes, memoranda or other documents prepared by the Contractor or the Contractor's director that contain, reflect, derive from or reference any of the foregoing; and
7. any information relating to third parties that the Company is contractually or legally obliged to keep confidential.
Confidential Information does not include information that the Contractor can demonstrate:
1. was already known to the Contractor on a non-confidential basis prior to disclosure by the Company, as evidenced by the Contractor's written records;
2. is or becomes part of the public domain through no fault of the Contractor;
3. is rightfully obtained by the Contractor from a third party without breach of any confidentiality obligation;
4. is independently developed by the Contractor;
5. without use of or reference to the Company's Confidential Information;
6. Is required to be disclosed by law, regulation or valid court order, provided the Contractor gives the Company prompt written notice and reasonably cooperates to limit the scope and confidentiality of such disclosure.
The Contractor will not at any time either during the Term of this Agreement or at any time thereafter, in any manner whatsoever, divulge any of the Company's or the Company's client's affairs or Confidential Information to any other person or entity without our prior written consent, which consent may be withheld in the absolute discretion of the Company without attribution of any reason therefore, nor use or attempt to use any Confidential Information which the Contractor may acquire in the course of the engagement pursuant to that Agreement as the Contractor acknowledge that the use of such Confidential Information will injure or otherwise cause substantial, material loss to the company or our clients;
The Contractor must present in a positive and professional manner, and must not engage in conduct or discuss any matters that might detrimentally affect the image, standing or goodwill of the Company, its employees, or directors;
Upon termination of this Agreement, the Contractor shall deliver to the Company any and all Confidential Information in the Contractor 's possession, which is capable of being delivered. Upon request the Contractor shall delete, erase, or otherwise destroy any Confidential Information contained in computer memory, magnetic, optical, laser, electronic or other media in the Contractor's possession or control, which is not capable of delivery to the Company and confirm complete destruction of the same;
The Contractor shall not use or disclose any Confidential Information of or in relation to the Company or permit or procure any such disclosure to occur and must maintain confidentiality in relation thereto. This clause does not apply to information that is in or enters the public domain other than by breach by the Contractor of this clause.

Policies

The Contractor must observe all of the Company's policies and procedures, as in place or changed from time to time. This includes, but not limited to the:
1. Stellmann Pre-Installation Site Inspection Checklist;
2. Stellmann Non-Slip Installation & Post -Work Compliance Report; and
3. Stellmann Post-Installation Summary & Risk Report.

Dispute Resolution

If a dispute arises out of or in connection with this Agreement, the parties must first attempt to resolve the dispute by negotiation.
If the dispute is not resolved within 14 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre.
Neither party may commence court proceedings until the mediation process has been completed, except for urgent interlocutory relief.

Miscellaneous

Notices may be delivered or sent by registered post, facsimile or email addressed to the address of the party to be served as stated in this Agreement, or the address last known to the party serving the notice, and shall be deemed to have arrived when received or within five (5) days of having been sent (whichever is the sooner).
This Agreement shall be construed under and governed by the laws of Victoria, Australia and the parties agree to submit to the exclusive jurisdiction of the Courts of Victoria.
The intention of the parties is to create a valid binding agreement. If this Agreement shall be rendered invalid at any time by reason of any one or more of the provisions of this Agreement contravening any statute, regulation, by-law, ordinance or otherwise contravening or offending any provision of law or equity, any such provision shall to the necessary extent be read down or excised from this Agreement and shall not affect the validity or effectiveness of the remainder.
This Agreement supersedes all previous agreements between the parties and any such Agreements are hereby of nil effect and otherwise abrogated.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
This Agreement may not be changed or modified nor any provision hereof be waived except by a written instrument executed by both parties.
This Agreement may be executed in any number of counterparts that together will form one instrument.
This Agreement shall enure to the benefit of and shall be binding on the parties and their respective successors and permitted assignees and the Company shall be entitled to assign the benefit of this Agreement in whole or in part to any third party and in the event of any such assignment, the Contractor undertakes to fulfil and otherwise complete its obligations hereunder for the benefit of any such assignee.

Taxation and GST

The Contractor undertakes and agrees that the Contractor will be responsible for all taxes payable whatsoever incurred in respect of its provision of the Services to the Company or any of the Company's clients.
The Contractor hereby indemnifies, guarantees and undertakes to keep indemnified at all times the Company against any loss, damage or liability which the Company may sustain as a result of consequence of the entry into this Agreement and/or of anything done or payment made hereunder with respect to any group tax liability or other imposition under the Income Tax Assessment Act 1936 and 1997, including PAYG tax, additional tax, FBT, fines or penalties and otherwise.
The Contractor, acknowledges and agrees that the Company, if required, shall be entitled to deduct any payments or taxes if and as required by any applicable law whether presently existing or which may hereafter be applicable.
If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

Schedule A

Item 1	Contractor’s Name Company Name ABN Address	The Contractor’s name, company name, ABN, address and contact details are those entered by the Contractor into the online registration form and confirmed by ticking the acceptance box. These details form part of this Agreement.
Item 2	Program Fee	$2,500 (inclusive of GST); or 4 x $750 (inclusive of GST), charged every two weeks, the first on sign-up
Item 3	Membership Fee	Not used.
Item 4	Kit Credit	Any kit credit available under this Agreement is limited to the guarantee set out in the “Guarantee Mechanics” clause and the corresponding amount set out in Schedule A Item 7. No separate kit credit is issued.
Item 5	Payment terms	7 days
Item 6	Success Fee	Ten (10) %
Item 7	Guarantee Mechanics	$2,500 (inclusive of GST)
Item 8	Not used.
Item 9	Subcontract labor rates	Set out in the Program Policy, which the Company reviews from time to time.
Item 10	Cost of Work Uplift	Set out in the Program Policy, which the Company reviews from time to time.
Item 11	Travel Time and Associated Fees	The Travel Time and Associated Fees form part of this Agreement and will be outlined by the Company. The Contractor acknowledges that these fees may vary by location, distance or other factors.
Item 12	Certification Tiers	Silver: held from certification. Gold: awarded by the Company under the Program Policy and reviewed quarterly. The Gold criteria, the routing order and Gold pricing are set out in the Program Policy.

Schedule B

Item 1	Contractor’s Name Company Name ABN Address	The Contractor’s name, company name, ABN, address and contact details are those entered by the Contractor into the online registration form and confirmed by ticking the acceptance box. These details form part of this Agreement.
Item 2	Position	Non-slip coating installer
Item 3	Project/Specific Task	Such work or works as directed from time to time by the Company, specifically including the installation of non-slip coating at customer premises.
Item 4	Start Date and Completion Date for Item 3 above	Start Date: means the date on which the Contractor accepts these Terms and Conditions via the online tick‑box. Completion Date means the date notified to the Contractor by the Company, through the online platform or in writing.
Item 5	Services	The Contractor is engaged to install non-slip coating at customer premises, as directed by the Company. The Contractor must perform all works in accordance with the Company’s specifications, site requirements, and any lawful directions provided by the Company.
Item 6	Fee/Rate	Per the rates outline in Schedule A
Item 7	Notice Period for Contractor to Terminate	Thirty (30) days' written notice applies to termination of participation in the Stellmann Certified Installer Program; and Fourteen (14) days' written notice applies to termination of an individual Project, Specific Task, installation, maintenance work or other subcontract engagement undertaken under Schedule B.

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