Join the Team

TERMS AND CONDITIONS

This Agreement is entered into between us and you, together thePartiesand each aParty.

1. ENGAGEMENT

1. in accordance with this Agreement;
2. with due care, skill and diligence;
3. with due expedition and without delay;
4. in a proper and professional manner, and in accordance with best industry practice; and
5. in accordance with our reasonable instructions or requirements.

1.2 Nothing in this Agreement creates an exclusive relationship between you and us, and we may, at any time, enter into arrangements with any other individual or entity to receive the same or similar goods or services as the Services.

2. YOUR RESPONSIBILITIES

You agree to (and you agree to ensure that your Personnel):

1. co-ordinate all aspects of the Services;
2. not commit any act or omission, directly or indirectly, which may bring us (or our Personnel, clients or Group Companies) into breach of any Law, the subject of any Liability, or into disrepute;
3. not assume or create, or attempt to assume or create, directly or indirectly, any obligation on behalf of or in our name or any Group Company; comply with all applicable Laws;
4. comply with any of our reasonable policies and procedures that we may provide to you, from time to time, including with respect to workplace health and safety, anti-discrimination and equal employment opportunity;
5. provide or assign to us the benefit of any third party warranties that you obtain or receive in connection with Services;
6. promptly provide us with all information in connection with the Services and this Agreement that we may reasonably request;
7. promptly provide us with any information that affects, or may reasonably affect, us, our Personnel or our clients upon becoming aware of such information;
8. inform our clients that you are not representing us in relation to any services that you perform for our clients outside of the Services; and
9. not make any false or misleading representations in respect of us, our Group Companies, or any goods, products or services marketed by or for us.

3. OUR RESPONSIBILITIES

We agree to:

1. comply with all applicable Laws;
2. cooperate with you and provide you with all information that you reasonably require in order for you to provide the Services under this Agreement;
3. provide you access to our relevant premises, systems, networks and facilities as is reasonably required by you to provide the Services, provided that you comply with all of our policies and procedures in respect of access and use of the premises, facilities, systems and networks.

4. WARRANTIES AND REPRESENTATIONS

4.1 A Party is liable for any breach or failure to comply with the terms of this Agreement by, or arising out of, the acts or omissions of that Party’s Personnel.

4.2 You represent, warrant and agree that:

1. you are at least 18 years old;
2. you are not aware of any actual or potential conflict of interest in providing the Services, and the execution and performance by you of this Agreement does not conflict with any Law or any other instrument binding on you;
3. each part of the Services will be free of any error, omission or defect, and will be safe, suitable and fit for use and/or purpose;
4. without limiting any of our other rights or remedies under this Agreement or at law, you agree to promptly re-supply any part of the Services that is not supplied to us in accordance with this Agreement, or if such part of the Services cannot be re-supplied, to refund us any amounts paid by us for it;
5. you agree to effect and maintain all insurances reasonably required for you to supply the Services to us;
6. you (and you will ensure, at your own cost, that your Personnel):
   1. hold all qualifications, certifications, permits, approvals, licences, accreditations, visas and other things required to supply the Services;
   2. will attend all training as provided or required by us, or as is necessary to properly supply the Services;
   3. if applicable, are legally entitled to work in Australia;
   4. if applicable, are accurately remunerated for all work performed in accordance with all applicable Laws;
7. you and your Personnel are, and at all times will remain, employed or engaged by you, and nothing in this Agreement gives rise, or is intended to give rise, to you or your Personnel being our employee, partner, joint venture party or agent.

RESTRAINT

5.1 You (whether inadvertently, directly or indirectly), must not, during the Restraint Period and in the Restraint Area:

1. induce or solicit our or any of our Group Company’s Personnel (who were Personnel at the date of termination or expiry of this Agreement or within the 12 months prior), to leave their employment, agency or contractual arrangement with us;
2. compete with us or any of our Group Companies or enter into business arrangements with, advise, work for, consult with, provide Services (or the same or similar to the Services) to, or in any way assist, any of our or any of our Group Company’s clients or competitors;
3. solicit, canvass, approach or accept any approach from any of our or any Group Company’s clients, with a view to obtaining the custom or supply of that client for a business (whether operated by you or a third party) that sells the same or similar to us or our Group Companies; or
4. attempt, facilitate, counsel, procure or otherwise assist any person to do any acts referred to in this clause 5.1.

You agree that:

1. the terms of this clause 5 are reasonable given the nature of our business, are necessary to protect our legitimate business interests and do not unreasonably restrict your right to carry on your profession or trade;
2. we may seek legal remedies (including equitable remedies) for a breach of this clause 5; and
3. on request, you agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause 5.

5.3 For the purposes of this clause 5, Restraint Period means the Term, and:

1. 12 months after the Term of this Agreement;
2. 6 months after the Term of this Agreement; or
3. 3 months after the Term of this Agreement.

5.4 For the purposes of this clause 5, Restraint Area means:

1. the countries in which you supplied the Services to us;
2. the states and/or territories in which you supplied the Services to us; or
3. the metropolitan cities in which you supplied the Services to us.

5.5 Each restraint contained in this clause 5 (resulting from any combination of the wording in clause 5.1 with each of the Restraint Areas and Restraint Periods) are separate, distinct and several, so that the unenforceability of any restraint does not affect the enforceability of the other restraints.

5.6 This clause 5 will survive the expiry or termination of this Agreement.

6. PRICE AND PAYMENT

6.1 Subject to you providing the Services in accordance with this Agreement, we agree to pay you the Price (or the relevant part thereof), in accordance with the Payment Terms.

6.2 You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise).

7. INTELLECTUAL PROPERTY

7.1 As between the Parties:

1. we own all Intellectual Property Rights in Our Materials;
2. you own all Intellectual Property Rights in Your Materials, and
3. nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

7.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign to us all Intellectual Property Rights and title to such New Materials and agree to do all other things necessary or desirable to assure our title to such rights.

7.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you, and the New Materials, solely for the purposes of you performing your obligations under this Agreement.

7.4 You grant us a non-exclusive, irrevocable, worldwide, sub-licensable and transferable right and licence to use Your Materials, that you provide us, for the purposes of us performing our obligations, exercising our rights or remedies, and/or for us to derive the benefits from the Services and New Materials.

7.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and you will procure your Personnel to) consent to our use or infringement of those Moral Rights.

7.6 You warrant that the New Materials will not infringe the Intellectual Property Rights or any other rights of any third party.

7.7 This clause 7 will survive termination or expiry of this Agreement.

8. CONFIDENTIALITY

8.1 You agree:

1. not to disclose the Confidential Information to any third party (subject to subclause 8.1(d));
2. to keep the Confidential Information secure and protect it from loss, damage and unauthorised disclosure and use;
3. not to make use of any Confidential Information to our commercial, financial or competitive disadvantage or of any Group Company including without limitation to compete against us or any Group Company;
4. to only disclose the Confidential Information to those of your Personnel who need to know the Confidential Information in connection with providing the Services, provided they keep the Confidential Information confidential in accordance with this clause 8;
5. to only use the Confidential Information for the purpose of providing the Services;
6. to promptly notify us if you suspect, or become aware of, any Breach Event; and
7. to do anything reasonably required by us to prevent, stop or mitigate Liability in respect of a Breach Event, including providing assistance in connection with court proceedings instigated against any person for breach of confidence or otherwise.

8.2 The obligations in clause 8.1 do not apply to Confidential Information that:

1. is authorised in writing to be disclosed by us;
2. is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
3. must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) you have given us notice prior to disclosure, and ensure that disclosure is limited strictly to the information required to comply with the relevant Law or regulatory authority.

8.3 You acknowledge and agree that monetary damages may not be an adequate remedy for a breach of this clause 8. We are entitled to seek an injunction, or any other remedy available at law or in equity, at our discretion, to protect us from a breach (or continuing breach) of this clause 8.

8.4 This clause 8 will survive termination or expiry of this Agreement.

9. PRIVACY

9.1 You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act (as if you were an “APP entity” as defined in the Privacy Act) and any other applicable Privacy Laws that may apply to you or the supply of the Services. You must not (and you must procure your Personnel to not) do anything which may cause us to be in breach of any Privacy Laws.

9.2 In respect of any Personal Information (including in respect of our clients and employees) that you receive or have access to in connection with this Agreement, you must (and you must procure your Personnel to):

1. only use the Personal Information in accordance with our instructions and for the sole purpose of providing the Services; and
2. keep the Personal Information secure and protect it from loss, damage and unauthorised use or disclosure.

9.3 In respect of any Security Incident, you must (and you must procure your Personnel to):

1. notify us within 2 Business Days of becoming aware of the Security Incident;
2. comply with your obligations under the Privacy Laws;
3. provide us with all information we reasonably request;
4. assist and fully cooperate with us, at your cost, in investigating and remedying the Security Incident; and
5. take any other action, at your cost, that we reasonably deem necessary in connection with the Security Incident.

9.4 This clause 9 will survive the termination or expiry of this Agreement.

10. LIABILITY

10.1 To the maximum extent permitted by law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:

1. any property loss or damage, or personal injury or loss, arising from your supply of the Services; and
2. any breach by you (including your Personnel) of clauses 7, 8 or 9.

10.2 To the maximum extent permitted by law:

1. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel).

10.3 This clause 10 will survive termination or expiry of this Agreement.

11. TERM AND TERMINATION

11.1 This Agreement will operate for the Term.

11.2 Either Party may terminate this Agreement at any time by giving 7 days’ notice in writing to the other Party.

11.3 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 2 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.

11.4 Upon expiry or termination of this Agreement, you agree to:

1. immediately stop providing the Services;
2. immediately deliver to us all work in progress, and return to us all of our property (including any of our Confidential Information and any of our Intellectual Property) in your (or your Personnel’s) possession or control;
3. immediately pay any amounts due and payable to us by you under this Agreement; and
4. where this Agreement is terminated by us pursuant to clause 11.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including all recovery costs).

11.5 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

11.6 This clause 11 will survive the termination or expiry of this Agreement.

12. GENERAL

12.1Amendment:This Agreement may only be amended by written instrument executed by the Parties.

12.2Assignment:Subject to clause 12.3, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

12.3Assignment of Debt:You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

12.4Disputes:A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 12.4. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. This clause will survive termination or expiry of this Agreement.

12.5Further assurance:Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

12.6Governing law:This Agreement is governed by the laws of Queensland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

12.7Group Companies:We hold the benefit of each representation, warranty and undertaking this Agreement in favour of any Group Company, on trust for each Group Company.

12.8Notices:Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

12.9Relationship of Parties:This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

12.10Severance:If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

12.11Subcontracting:You agree to not subcontract the provision of any part of the Services without our prior written consent, which may be withheld at our absolute discretion. You agree that any approval to subcontract given by us does not discharge you from any Liability under this Agreement and you are liable for the acts and omissions of the subcontractor.

13. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

Agreementmeans this Contractor Agreement and all schedules (including the Schedule), annexures and attachments included, or referred to, in this Contractor Agreement.

Breach Eventmeans the breach or threatened breach of clause 8 in respect of Confidential Information, or otherwise any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of any Confidential Information.

Business Daymeans a day on which banks are open for general banking business in Queensland, excluding Saturdays, Sundays and public holidays.

Confidential Informationmeans information which:

1. is disclosed to you or your Personnel in connection with this Agreement at any time;
2. relates to our or any Group Company’s business, assets or affairs (including our Intellectual Property and the Personal Information of our clients and employees); or
3. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you (or your Personnel) receive that information.

Group Companymeans us and our “related bodies corporate” as that term is defined under the Corporations Act 2001 (Cth).

Intellectual Property RightsorIntellectual Propertymeans any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Lawsmeans all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

Liabilitymeans any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Moral Rightshas the meaning given in the Copyright Act 1968 (Cth), and includes any similar rights in any jurisdiction in the world.

New Materialsmeans all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materialsmeans all Intellectual Property which is owned, licensed or developed by or on behalf of us or our Personnel and any improvements, modifications or enhancements of such Intellectual Property.

Personal Informationmeans ‘personal information’ as defined in the Privacy Act.

Personnelmeans, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of us does not include you.

Privacy Actmeans the Privacy Act 1988 (Cth).

Privacy Lawsmeans the Privacy Act, and any other applicable Laws relating to privacy.

Restraint Areahas the meaning given in clause 5.4.

Restraint Periodhas the meaning given in clause 5.3.

Schedulemeans the schedule to this Agreement.

Security Incidentmeans the actual or likely occurrence of any of the following in respect of the Personal Information that you (or your Personnel) receive or have access to in connection with this Agreement:

1. a breach by you (or your Personnel) of clause 9;
2. an ‘eligible data breach’ (as that term is defined in the Privacy Act) caused or contributed by you (or your Personnel).

Servicesmeans all activities, work or services to be performed by you (including the provision of any deliverables) under this Agreement, as further particularised in the Schedule, and includes any other activities, work, services or deliverables not particularised in the Schedule or this Agreement that are otherwise reasonable, necessary or incidental to the proper performance of the Services.

Your Materialsmeans all Intellectual Property owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property.