TERMS AND CONDITIONS
(a) This Agreement is between Zoey Margaret Roberts T/A Safekeeping Central Queensland (ABN 78 335 536 735) of PO Box 383, Yeppon, QLD 4703 (“us”, “we” and “our”) and you, the candidate you has registered to work on our Site as a carer (“you” and “your”), each a “Party” and collectively the “Parties”.
(b) This Agreement applies to your use of our Site, your registration as a candidate to provide Carer Services with us, and our provision of Referral Services to you and our clients.
(c) You accept this Agreement by:
(i) completing our registration form (which we may make available online or via email);
(ii) confirming by email that you accept this Agreement; or
(iii) otherwise indicating to us that you accept this Agreement.
(a) We may, from time to time, contact you in writing with a placement offer to perform Carer Services to our clients (Placement Offer).
(b) You agree to notify us immediately, or in any event, within 2 Business Days of your acceptance or rejection of any Placement Offer provided by us to you in writing.
(c) On acceptance of a Placement Offer by you, you agree to enter into a legally binding agreement with our clients for the performance of the Carer Services (Client Agreement), and to perform the Carer Services:
(i) in accordance with the Placement Offer, the Client Agreement, this Agreement and all applicable laws, regulations, codes, standards and other applicable requirements;
(ii) with due care, skill and diligence; with due expedition and without delay; in a proper and professional manner, and in accordance with any applicable best industry practice; and
(iii) in accordance with our and our clients’ reasonable instructions or requirements.
(a) You warrant to us that:
(i) you have the necessary skills, training, education, experience, credentials, licenses, visas, residency and/or qualifications to perform the Carer Services;
(ii) you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the date of acceptance of this Agreement;
(iii) you will comply with, provide to us and/or undergo any reference, police, medical or other checks as reasonably requested by us or our client, from time to time;
(iv) the information you have provided to us is correct, accurate and up to date, and you will not mislead and/or deceive us or others in providing information to us;
(v) you have full legal capacity and power to enter into this Agreement, to perform your obligations under this Agreement, to carry out the transactions contemplated by this Agreement, to own your property and assets and to carry on your business;
(vi) this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms;
(vii) the execution and performance by you of this Agreement does not conflict with any law, order, judgment, rule or regulation applicable to you or any instrument binding on you;
(viii) any work, services or deliverables forming part of the Carer Services will be free of any error, omission or defect, and will be safe, suitable and fit for use and/or purpose;
(ix) you will promptly re-perform or re-supply any part of the Carer Services which was not performed in accordance with this Agreement and do all other things we reasonably require in order to satisfy our clients;
(x) you will not do anything to bring us (or our business or any of our employees, contractors or agents) in to breach of any law, the subject of any Liability or Claim, or into disrepute in any manner whatsoever;
(xi) you are not aware of any actual or potential conflict of interest in providing the Carer Services or accepting the Placement;
(xii) you are responsible, and you indemnify us, for the payment of any taxes, fees, charges and other imposts that apply to you in the performance of, or in connection with, the Carer Services or the Placement;
(xiii) you (and your employees, agents or contractors) are not entitled to the benefit of any superannuation payments, other employee benefits or policies of insurance that we may hold, and you agree to make your own arrangements and to ensure adequate insurance coverage is effected and maintained for each Placement, and as required by law;
(xiv) you have a valid ABN which has been advised to us; and
(xv) you are registered for GST purposes.
4. NO GUARANTEE OF PLACEMENT
(a) You acknowledge and agree that we provide no guarantee to you:
(i) of the continuing availability, legitimacy or validity of any Placement Offer (whether on our Site or otherwise);
(ii) that by accepting this Agreement or becoming a candidate to provide the Carer Services, that you will be shortlisted for a Placement Offer; or
(iii) that you will receive a Placement Offer or Placement.
(a) During the term of this Agreement, you will not engage in other work that may conflict or compete with your obligations under this Agreement.
(b) During the term of this Agreement, and for a 12 month period after the term of this Agreement, you agree that, in consideration of this Agreement and the provision of the Referral Services and the Site, you will not, except to the extent expressly permitted under this Agreement, as a sole trader, partner, manager, employee, director, consultant, advisor, shareholder, unit holder, trustee or with any other entity in which you may at any time have any direct or indirect interest, do any of the following:
(i) directly approach, canvass, solicit or deal with any of our clients (who are current clients or were clients within the 12 months prior to the date of contact); or
(ii) induce or solicit any of our employees, contractors or agents or any of our subsidiaries or related companies to leave our employment or agency or the employment or agency of each subsidiary or related company (who are current employees, contractors or agents or were employees, contractors or agents within the 12 months prior to the date of contact).
6. CONFIDENTIALITY AND PRIVACY
(a) Subject to clause 6(b) the Parties:
(i) will maintain the secrecy of any Confidential Information of the other Party; and
(ii) agree that they will not (and they will use their best endeavours to ensure third parties do not) disclose, copy, transmit, retain or remove any Confidential Information of the other Party.
(b) Notwithstanding clause 6(a), either Party may disclose the Confidential Information of the other Party to the extent that such disclosure is required by law, or where such disclosure is necessary for that Party to comply with this Agreement.
(c) The obligations under clause 6(a)(a), will survive the termination of this Agreement
(d) In performing their obligations under this Agreement, the Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act, and any other applicable legislation or privacy guidelines.
7. TERM AND TERMINATION
(a) This Agreement will commence on the date that you accept this Agreement (in accordance with its terms), and will expire on the date that it is terminated in accordance with clause 7(a).
(b) We may terminate this Agreement by giving you written notice, effective immediately.
(c) You may:
(i) unsubscribe from our Site; or
(ii) request that we stop providing the Referral Services to you,
at any time, by sending us written notice, or by following any processes set out on our Site, from time to time. This Agreement will terminate immediately when you provide us with such written notice under this clause.
(d) On termination of this Agreement you will immediately:
(i) cease providing (and refrain from providing) Carer Services to our clients (who are current clients or were clients within the 12 months prior to the date of termination); and
(ii) immediately pay to us all amounts due and payable under this Agreement (including by way of indemnity).
(e) Termination of this Agreement will not affect any rights or liabilities which a Party has accrued under it.
8. LIMITATION OF LIABILITY
(a) Despite any provision of this Agreement to the contrary, to the maximum extent permitted by law:
(i) we exclude all express and implied warranties, and all material, work and services (including for the Site and Referral Services) is provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis; and
(ii) our liability for any Liability or Claim in relation to the Referral Services, the Site, the Carer Services or this Agreement (whether under statute, contract, negligence or other tort, indemnity, or otherwise) will be limited to AU$100.
(b) This clause 8 will survive termination of this Agreement.
(a) Despite any provision of this Agreement to the contrary, to the maximum extent permitted by law, we will not be liable for any Liability or Claim (whether under statute, contract, negligence or other tort, indemnity, or otherwise) for, or caused or contributed to by (whether directly or indirectly):
(i) any of your acts or omissions (including your breach of this Agreement) or any acts or omissions of any third party;
(ii) any use or application of the Site or Referral Services by a person or entity other than you, or other than as anticipated by this Agreement;
(iii) any failure by you to provide us with information, or any information or instructions that you provided to us, including where the information or instructions were incorrect, inaccurate, incomplete or otherwise was not provided in accordance with this Agreement;
(iv) any court, tribunal or authority whatsoever determining that you are deemed as one of our employees or contractors;
(v) any event outside of our reasonable control; and/or
(vi) any Consequential Loss.
(b) This clause 9 will survive termination of this Agreement.
(a) You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims and Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) caused or contributed to by (whether directly or indirectly):
(i) any of your acts or omissions (including your breach of this Agreement) or any acts or omissions of any third party;
(ii) your failure to provide us with information, or any information or instructions that you provided to us, including where the information or instructions were incorrect, inaccurate, incomplete or otherwise was not provided in accordance with this Agreement; and
(iii) your use of or access to the Site or Referral Services.
(b) This clause 10 will survive termination of this Agreement.
11. GENERAL PROVISIONS
(a) Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute (unless that Party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).
(b) Conflicts: You may engage in other work provided it does not conflict with your obligations under this Agreement. If you become aware of any conflict of interest between this Agreement and any other work you have been offered or are undertaking, you agree to inform us immediately in writing and take all steps as reasonably agreed with us to resolve the conflict.
(c) Notices: 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.
(d) Your Information: In order to provide the Referral Services, you agree to allow us to provide your information (including Personal Information or Sensitive Information) to any third party (Your Information), and allow us to use Your Information to communicate with you and send you information and Placement Offers.
(e) Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.
(f) Assignment: You may not assign, transfer or otherwise deal with all or any of your rights or obligations under this Agreement without our prior written consent. Any purported dealing in breach of this clause (f) is of no force or effect.
(g) Severance: 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.
(h) Relationship: You acknowledge and agree that nothing in this Agreement is intended to create an employee and employer relationship, a contractor and principal relationship, a labour hire arrangement, or a partnership, joint venture or agency relationship between the Parties.
(i) Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
(j) Amendment: This Agreement may only be amended by written instrument executed by all Parties.
(k) Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
(l) Governing 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.
(a) Agreement means this document and all documents referred to in it, including any attachments or schedules to this document.
(b) Australian Privacy Principles is as defined in the Privacy Act.
(c) Carer Services are the carer services to be performed by you to our clients, as further particularised in a relevant Placement Offer.
(d) Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this Agreement or otherwise.
(e) Confidential Information includes information or documentation which:
(i) is disclosed to you in connection with this Agreement (whether before or after the date of acceptance of this Agreement);
(ii) is prepared or produced under or in connection with this Agreement (whether before or after the date of acceptance of this Agreement); or
(iii) relates to:
1. our or any of our clients’ business, assets or affairs; or
2. the subject matter of, the terms of and/or any transactions contemplated by, this Agreement.
(f) Consequential Loss includes indirect or direct consequential loss arising out of or in connection with this Agreement, including but not limited to, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise.
(g) Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (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.
(h) Payment Terms is as set out in the Specifics.
(i) Personal Information is as defined in the Privacy Act.
(j) Placement means our client’s approval of you to undertake the Carer Services, in accordance with the Placement Offer, this Agreement and any Client Agreement.
(k) Placement Offer means any requirement or need for Carer Services, as required by our clients and as advertised by us, from time to time.
(l) Privacy Act means the Privacy Act 1988 (Cth), including the Australian Privacy Principles, and all other applicable privacy and data protection laws as may be in force, from time to time, which regulate the collection, storage, use and disclosure of information.
(m) Referral Services means connecting potential candidates with our clients for the provision of Carer Services.
(n) Sensitive Information is as defined in the Privacy Act.
(o) Site means www.safekeepingcq.com.au or any other online website owned or operated by us for the purposes of providing the Referral Services.