PARTIES TO THIS AGREEMENT

This Subcontractor Services Agreement ("Agreement") is entered into as of the date last signed below, between:

1. NATURE OF RELATIONSHIP

1.1 The Subcontractor is engaged as an independent contractor and not as an employee, partner, or agent of Top 1 Care Pty Ltd. Nothing in this Agreement shall be construed to create an employer-employee relationship.

1.2 The Subcontractor is responsible for their own tax obligations, including income tax and GST (where applicable), superannuation, and any other statutory entitlements. Top 1 Care Pty Ltd will not withhold PAYG tax on behalf of the Subcontractor.

1.3 The Subcontractor acknowledges they are not entitled to any employee benefits, including annual leave, personal/carer's leave, long service leave, or redundancy payments.

1.4 Independent Contractor Acknowledgement: Both parties acknowledge and declare that:

• The Subcontractor has the right to perform similar services for other clients or organisations, provided there is no conflict of interest with this Agreement
• The Subcontractor has control over the manner in which services are performed, subject to the requirements of the relevant Care Plan and this Agreement
• The Subcontractor provides their own tools, equipment, and transportation required to perform the services (unless otherwise agreed in writing)
• The Subcontractor bears the financial risk of their engagement, including the risk of non-payment if services are not delivered as agreed

1.5 Notwithstanding the above, both parties acknowledge that courts and tribunals may assess the true nature of a working relationship based on all circumstances. The parties agree to cooperate in good faith if any such determination is required, but it is the genuine intention of both parties to enter into an independent contractor arrangement.

2. SCOPE OF SERVICES

2.1 The Subcontractor agrees to provide the following carer / care worker services as directed by Top 1 Care Pty Ltd:

• Personal care (bathing, grooming, dressing, hygiene support)
• Domestic assistance (cleaning, laundry, meal preparation)
• Social support and companionship
• Community access and transport assistance
• Medication assistance (non-clinical, as per Care Plan)
• Respite care
• Other services as agreed in writing from time to time

2.2 All services shall be delivered in accordance with each client's individual Care Plan and any instructions provided by Top 1 Care Pty Ltd.

2.3 The Subcontractor must not vary, alter, or deviate from the agreed Care Plan without prior written approval from Top 1 Care Pty Ltd.

3. TERM OF AGREEMENT

3.1 This Agreement commences on 18 April 2026 and continues until terminated in accordance with Clause 12.

3.2 This Agreement does not guarantee any minimum number of hours or engagements.

4. REMUNERATION

Rate Type	Amount
Hourly Rate (Weekday)	$60.00 per hour
Hourly Rate (Saturday)	$65.00 per hour
Hourly Rate (Sunday)	$65.00 per hour
Public Holiday Rate	$75.00 per hour
Travel Allowance	Not included
Payment Frequency	Fortnightly

4.1 The Subcontractor must submit invoices in the agreed format by the agreed deadline. Late invoices may result in delayed payment.

4.2 GST: If the Subcontractor becomes registered for GST, invoices must include GST and a valid tax invoice. Top 1 Care Pty Ltd will pay GST in addition to the agreed rate.

4.3 Top 1 Care Pty Ltd reserves the right to withhold payment where services have not been delivered to the required standard, pending resolution.

4.4 Absence & Late Attendance: The Subcontractor will only be paid for hours actually worked and verified. In the event of a late arrival, payment commences from the time the Subcontractor actually begins service. Top 1 Care Pty Ltd will not compensate for any time lost due to the Subcontractor's lateness or unexcused absence. Repeated unexplained absences may result in reduction of future shifts or termination of this Agreement.

5. COMPLIANCE REQUIREMENTS

5.1 The Subcontractor must hold and maintain the following at all times during the engagement:

• Certificate III or IV in Individual Support (Aged Care / Disability) or equivalent
• Current First Aid Certificate (HLTAID011 or equivalent)
• Valid Working with Children Check (WWCC) — if applicable
• National Police Clearance — must be dated within the last 3 months at commencement, and renewed at least every 12 months thereafter
• NDIS Worker Screening Check — if providing NDIS services
• Current driver's licence and evidence of comprehensive car insurance — if driving clients
• COVID-19 vaccination as required by applicable health directions

5.2 Ongoing Maintenance of Credentials: It is the Subcontractor's sole responsibility to ensure all certifications, registrations, and clearances remain valid and current at all times throughout the engagement. The Subcontractor must:

• Provide copies of all certifications to Top 1 Care Pty Ltd prior to commencing services
• Provide updated copies to Top 1 Care Pty Ltd immediately upon renewal of any certification
• Proactively notify Top 1 Care Pty Ltd no less than 30 days before any certification, registration, or clearance is due to expire
• Immediately notify Top 1 Care Pty Ltd if any certification, licence, clearance, or registration is suspended, cancelled, revoked, or subject to any conditions or restrictions

5.3 Top 1 Care Pty Ltd may immediately suspend the Subcontractor's engagement without notice or payment if any required certification lapses, is revoked, or is not renewed on time.

5.4 Top 1 Care Pty Ltd reserves the right to request a fresh National Police Clearance at any time during the engagement. The Subcontractor must provide an updated clearance within 14 days of such request. Cost of obtaining police clearances is the Subcontractor's own responsibility.

6. OBLIGATIONS OF THE SUBCONTRACTOR

The Subcontractor agrees to:

• Deliver services in a professional, respectful, and person-centred manner consistent with the Aged Care Quality Standards and/or NDIS Practice Standards
• Comply with all relevant Commonwealth and Victorian legislation, including the Aged Care Act 1997, NDIS Act 2013, Privacy Act 1988, and applicable workplace health and safety laws
• Attend and complete all mandatory training as required by Top 1 Care Pty Ltd
• Report any incidents, near misses, or client concerns to Top 1 Care Pty Ltd promptly (and no later than 24 hours)
• Maintain accurate records and documentation as directed
• Comply with Top 1 Care Pty Ltd's policies and procedures, including infection control and safe work practices
• Not subcontract or delegate any services to another person without prior written consent
• Notify Top 1 Care Pty Ltd as soon as practicable of any inability to attend a scheduled shift

6.1 Punctuality & Attendance: The Subcontractor must arrive on time for every scheduled shift. Punctuality is a professional obligation and directly impacts client wellbeing:

• Arrive no later than the scheduled start time for each client visit
• If running late, notify Top 1 Care Pty Ltd AND the client (or their representative) no later than 30 minutes before the scheduled start time
• Repeated lateness (3 or more instances within any 3-month period) may be treated as a material breach of this Agreement
• Unexplained failure to attend a scheduled shift ('no-call no-show') will be treated as a serious breach and may result in immediate termination

6.2 Professional Presentation & Conduct: The Subcontractor represents Top 1 Care Pty Ltd when working with clients and must maintain professional appearance and conduct at all times:

• Present in clean, neat, and appropriate attire suitable for the work; wear any uniform or identification provided by Top 1 Care Pty Ltd
• Maintain good personal hygiene at all times
• Behave respectfully and courteously towards clients, their families, and other staff at all times
• Not use personal mobile phones for non-work-related purposes during client visits
• Not consume alcohol or any impairing substances before or during any shift
• Not smoke on a client's premises or in the presence of a client

7. CONFIDENTIALITY

7.1 The Subcontractor must keep strictly confidential all information relating to clients, their families, Top 1 Care Pty Ltd's business operations, pricing, and any other proprietary information obtained during this engagement.

7.2 The confidentiality obligation survives the termination of this Agreement indefinitely.

7.3 The Subcontractor must comply with the Privacy Act 1988 (Cth) and must not disclose, use, or access client information for any purpose other than delivering the agreed services.

8. INSURANCE

8.1 The Subcontractor is responsible for obtaining and maintaining the following insurance at their own cost throughout the term of this Agreement:

• Public liability insurance — minimum AUD $20,000,000 per claim
• Professional indemnity insurance — minimum AUD $1,000,000
• Personal accident and illness insurance (recommended)

8.2 The Subcontractor must provide certificates of currency to Top 1 Care Pty Ltd upon request and at each policy renewal.

9. WORKPLACE HEALTH & SAFETY

9.1 The Subcontractor must comply with all applicable work health and safety legislation and must take reasonable steps to protect the health, safety, and welfare of clients and others.

9.2 The Subcontractor must report any workplace hazards, incidents, or injuries to Top 1 Care Pty Ltd immediately and complete required documentation.

9.3 The Subcontractor must not attend a client's home if they are unwell with a contagious illness.

10. MANDATORY REPORTING OBLIGATIONS

10.1 The Subcontractor acknowledges that when providing services to aged care or NDIS clients, they may be required by law to report certain matters. The Subcontractor must:

• Report immediately to Top 1 Care Pty Ltd (and where required, directly to the relevant authority) any reasonable suspicion or knowledge of abuse, neglect, exploitation, or financial abuse of a client
• Comply with all mandatory reporting obligations under the Aged Care Act 1997 (Cth), the Aged Care Quality and Safety Commission Act 2018 (Cth), the NDIS Act 2013 (Cth), and applicable Victorian legislation
• Not suppress, ignore, or delay reporting any incident, concern, or allegation involving client safety or wellbeing
• Cooperate fully with any investigation conducted by Top 1 Care Pty Ltd, the Aged Care Quality and Safety Commission, the NDIS Commission, or any other regulatory body

10.2 The Subcontractor will not suffer any detriment from Top 1 Care Pty Ltd for making a report in good faith under this clause.

11. USE OF PERSONAL VEHICLE

11.1 Where the Subcontractor uses their own vehicle to transport clients or travel between client locations, the following conditions apply:

• The Subcontractor must hold a current, valid Australian driver's licence at all times
• The Subcontractor must maintain comprehensive motor vehicle insurance that covers the use of the vehicle for business/commercial purposes including the transportation of passengers — standard personal-use policies typically do NOT cover this and it is the Subcontractor's sole responsibility to ensure their policy provides adequate cover
• The Subcontractor must ensure the vehicle is roadworthy, registered, and compliant with all applicable laws at all times
• The Subcontractor must notify Top 1 Care Pty Ltd immediately if their licence is suspended, cancelled, or subject to any condition that affects their ability to drive clients

11.2 Limitation of Liability: Top 1 Care Pty Ltd accepts no liability whatsoever for any accident, injury, loss, damage, or claim arising from the Subcontractor's use of their personal vehicle, whether involving a client, third party, or otherwise. The Subcontractor indemnifies Top 1 Care Pty Ltd against any such claim.

11.3 Travel allowance, where agreed, is set out in Clause 4 and is paid solely as a contribution toward costs. It does not constitute acceptance of any liability by Top 1 Care Pty Ltd.

12. PRIVACY, PHOTOGRAPHY & RECORDING

12.1 The Subcontractor must not, at any time during or after their engagement:

• Photograph, film, or make any audio or video recording of any client, client's home, or client's belongings without the express written consent of the client (or their authorised representative) AND prior written approval from Top 1 Care Pty Ltd
• Access, copy, share, or retain any personal, medical, financial, or other sensitive information about a client beyond what is strictly necessary to deliver the agreed services
• Share any images, recordings, or identifying information about clients with any third party, including family members, friends, or on any online platform

12.2 Any breach of this clause will be treated as a serious breach and may constitute a violation of the Privacy Act 1988 (Cth), the Australian Privacy Principles, and the NDIS (Privacy and Related Matters) Rules 2021, and may result in immediate termination and referral to the relevant regulatory authority.

13. SOCIAL MEDIA POLICY

13.1 The Subcontractor must not post, share, publish, or otherwise communicate on any social media platform or online forum (including but not limited to Facebook, Instagram, TikTok, WeChat, WhatsApp groups, LinkedIn, or any other platform) any content that:

• Identifies, depicts, or refers to any client, client's family, or client's home — whether directly or in a way that could reasonably allow identification
• Discloses any information about Top 1 Care Pty Ltd's internal operations, pricing, staffing, or business practices without prior written consent
• Is disparaging, defamatory, or damaging to the reputation of Top 1 Care Pty Ltd, its management, staff, or clients
• Could bring Top 1 Care Pty Ltd into disrepute or embarrass the company in any way

13.2 The Subcontractor is personally responsible for all content they publish online. This obligation applies 24 hours a day, 7 days a week, and continues after the termination of this Agreement.

14. EMERGENCY PROCEDURES

14.1 In the event of any emergency involving a client, the Subcontractor must:

• Call 000 (Triple Zero) immediately if there is any risk to life
• Remain with the client and provide appropriate first aid until emergency services arrive, to the extent the Subcontractor is trained and able to do so safely
• Contact Top 1 Care Pty Ltd by phone as soon as practicable after calling emergency services — and in any event within 30 minutes
• Document the incident accurately and completely in the required incident report form as directed by Top 1 Care Pty Ltd
• Not leave the client unattended unless directed to do so by emergency services personnel

14.2 Any incident (including near misses, falls, medication errors, or unexpected changes in a client's condition) must be reported to Top 1 Care Pty Ltd within 24 hours, and immediately in the case of serious or life-threatening events.

15. CONFLICT OF INTEREST, NON-SOLICITATION & PROTECTION OF COMPANY INTERESTS

15.1 Conflict of Interest: The Subcontractor must immediately disclose to Top 1 Care Pty Ltd any actual, potential, or perceived conflict of interest. The Subcontractor must not place their personal interests, or the interests of any third party, above the interests of Top 1 Care Pty Ltd or its clients.

15.2 Protection of Company Reputation & Interests: The Subcontractor must not engage in any conduct that damages or is likely to damage the reputation, goodwill, or commercial interests of Top 1 Care Pty Ltd.

15.3 Strict Non-Solicitation of Clients — KEY OBLIGATION: The Subcontractor acknowledges that Top 1 Care Pty Ltd's client relationships are a valuable and confidential business asset. Accordingly, the Subcontractor MUST NOT, either directly or indirectly:

• Solicit, contact, approach, entice, or accept any engagement from any client (or their family members/representatives) who was introduced to them through Top 1 Care Pty Ltd
• Encourage or assist any client to reduce, terminate, or transfer their service arrangement away from Top 1 Care Pty Ltd
• Provide services directly to any such client other than through Top 1 Care Pty Ltd, whether for payment or otherwise
• Refer any such client to a competitor or alternative care provider without Top 1 Care Pty Ltd's prior written approval

This restriction applies during the entire term of this Agreement AND for a period of 24 months following termination or expiry, regardless of which party initiated the termination.

15.4 No Private Arrangements: The Subcontractor must not enter into any private financial, service, or personal arrangement with any client or their family members outside of this Agreement. This includes accepting gifts, loans, bequests, or payments of any kind beyond what is invoiced through Top 1 Care Pty Ltd.

16. INTELLECTUAL PROPERTY

All documentation, care notes, records, or materials created by the Subcontractor in the course of providing services under this Agreement remain the property of Top 1 Care Pty Ltd.

17. TERMINATION

17.1 Either party may terminate this Agreement by providing 14 days' written notice.

17.2 Top 1 Care Pty Ltd may terminate this Agreement immediately and without notice if the Subcontractor:

• Engages in serious misconduct, abuse, neglect, or exploitation of a client
• Breaches any mandatory compliance requirement (e.g., police clearance lapses)
• Breaches this Agreement in a material way
• Is found to be working while impaired by alcohol or drugs
• Breaches any non-solicitation or conflict of interest obligation under this Agreement

17.3 Upon termination, the Subcontractor must return all client records, documentation, access cards, or other property belonging to Top 1 Care Pty Ltd.

18. DISPUTE RESOLUTION

18.1 The parties agree to attempt to resolve any dispute arising from this Agreement through good faith negotiation in the first instance.

18.2 If the dispute is not resolved within 14 days, either party may refer the matter to mediation through a mutually agreed mediator.

18.3 Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief from a court.

19. GOVERNING LAW

This Agreement is governed by the laws of the State of Victoria, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Victoria.

20. ACKNOWLEDGEMENT & SIGNATURES

The parties confirm they have read, understood, and agree to the terms of this Agreement.