Terms and Conditions

Client Terms and Conditions

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at support@oncontractor.com.

These terms and conditions apply to each and every individual or entity registered as a Contractor (referred to in these Terms and Conditions as “you” or “Contractor”) on the Oncontractor website: www.oncontractor.com (the “Site”). By registering as a Contractor on the Site or posting a project on behalf of a business, you:

  • Accept these terms and conditions and acknowledge that they constitute a binding and enforceable agreement (“Agreement”) as between you and Oncontractor Pty Ltd (ACN 609 820 402) (“Oncontractor” or “us” or “we”), to the exclusion of all other terms; and
  • Warrant and represent that you have all necessary consents, approvals and authorities to bind the Contractor to this Agreement.

Where you register with Oncontractor or post a project on behalf of a business, that business is taken to have accepted these terms and conditions and you are taken to have been duly authorised to bind the business.

Overview and Services

Oncontractor provides Clients with a platform to connect with Contractors who are registered on the Site (“Contractors”) for consulting and advisory services and recruitment for short-term or long-term employment arrangements (“Projects”). The specific services the subject of the Projects are to be agreed as between the Contractors and the Clients and may (but need not) include face-to-face meetings, assignments in your office or at other sites, reports, telephone calls, electronically or by any other means.

Oncontractor provides an accessible and user-friendly platform facilitating interaction and negotiation of Projects between Contractors and Clients (“Services”). You acknowledge and agree that, for the purposes of any Project:

  • Oncontractor is not an agent for the Client or the Contractor; and
  • Oncontractor is not a party to the Projects and bears no responsibility or liability to the Client or the Contractor in respect of the same.

Any terms you enter into with the Contractor in relation to the work to be provided will be binding on the Client and the Contractor. Any terms which attempt to alter or modify this Agreement must be agreed by Oncontractor in writing.

Joining as a Client

You may join as a Client by completing the required documentation at registration.

Set-up and Scope of Engagements

You are free to search, screen, and request tenders from Contractors, via our Site or with the support of our Team.

Contractors are free to accept or decline Projects at their discretion. However, Contractors must either accept or decline Projects within two (2) business days of the Contractor being advised that the Contractor’s bid for the Project has been successful.

You understand that a Contractor’s capacity to accept a Project may be limited by other obligations they may have to entities or institutions with which they are affiliated or employed.

No Client or Contractor may assign their rights or obligations under a Project unless expressly agreed between them, and in any event not without Oncontractor’s prior written consent.

Contractors are requested to not assign Projects to any other person without your and Oncontractor’s prior written consent.

The Client shall not procure, entice, solicit or induce or do anything which causes an Contractor to breach any other obligations or contract a Contractor may owe to another person.

Feedback

We will collect your feedback about Contractors to assist improvements to the functioning of our search functionality and Site. We will only use your feedback indirectly and/or publish it anonymously, unless we agree otherwise with you.

Payment for Services

Fees

You are free to negotiate hourly, daily, fixed or such other rates with the Contractor provided however that the rates payable to the Contractor in respect of a Project must be disclosed and agreed between the Contractor and the Client ("Fees") prior to commencement of the Project.

Oncontractor charges a fee to Clients for the provision of the Services in respect of all Projects (“Service Fee”). The Service Fee will be displayed in the bid amount submitted by a Contractor in respect of any Project, and may be calculated on the basis of a fixed fee or hourly rate. The Service Fee and any GST payable in respect of the Service Fee or which Oncontractor is required to pay will be included in any tax invoice issued to you by Oncontractor. Upon the Contractor accepting a Project, you accept, and agree to pay to Oncontractor, the Service Fee.

Oncontractor will be entitled to payment of the Service Fee in respect of all Projects, regardless of whether the Client had a previous relationship with the Contractor. You agree to not pay any invoices issued to you directly by the Contractor and to forward these invoices directly to Oncontractor.

Invoicing and method of payment

The Contractor shall submit a payment claim in respect of the Fees via the Oncontractor platform in accordance with Oncontractor\'s Pricing and Payments Procedures (or at such other times as agreed with you and Oncontractor), following which Oncontractor shall forward the payment claim to you (in the form of a tax invoice) by email (Payment Claim).

The Client shall have a period of five (5) business days from the issue of any Payment Claim to dispute the Payment Claim, including the sum invoiced. A dispute must be referred to the Contractor and, if not resolved within three (3) business days, to Oncontractor.

If the Client does not dispute the Payment Claim within five (5) business days from the issue of any Payment Claim, the payment claim will be deemed to have been approved by the Client.

The Client understands and acknowledges that the timing provided in this clause is critical to ensure the timely and smooth provision of Services and is therefore a material term of this Agreement. Where undisputed or approved Payment Claims are not paid in accordance with this Agreement, Oncontractor may charge Late Payment Fees against any outstanding amount for each day that amount remains unpaid. Late Payment Fees are 5% of the invoice value for every week the amount remains unpaid.

Invoicing and payments by Oncontractor will (where possible) be on the basis of Oncontractor acting as the intermediary that facilitated the supply to the Client of the Project by the Contractor and that facilitated the acquisition by the Client of the Projects from the Contractor in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999. The Contractor will not invoice the Client directly.

Taxes and Duties

GST or other taxes (other than income tax) may be payable on the Fees, Service Fees and Payment Claims.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with this Agreement, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information.

Authorised Users and Logins

Unless otherwise agreed in writing, the Site and/or Services may not be used by any Client affiliates, portfolio companies, or other individuals or groups within your company or any third party, save as for employees approved by Oncontractor (Authorised Users) who have been issued a unique user identification and password ("Login").

All Authorised Users shall be subject to the terms of this Agreement. You bear responsibility for any breach of this Agreement by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud or hacking, where reasonable care was not taken by you to protect the Login details).

You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, "Account Information"). You agree to not disclose your Account Information to anyone else, and to not use anyone else\'s Account Information.

You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.

You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to the commencement or continuation of any Project.

Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Contractors and with Oncontractor. As a Client, you agree to the following:

Dealings between Client and Contractor

You must act with the utmost professionalism and courtesy in your dealings with Contractors and with Oncontractor.

Conflicts

You must not knowingly or deliberately use the Services to access Contractors who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of. You must not request nor proceed with any discussion with any such Contractor.

Confidentiality

For the purposes of this clause, “Confidential Information” means any documents or information created, received or obtained by the Client from or on behalf of the Contractor, Oncontractor or any other party in respect of any Project. In relation to Oncontractor, it also includes all non-public information pertaining to Oncontractor\'s business (including, without limitation, our pricing information, the identity or participation of specific Contractors, and any content marked confidential) is Confidential Information.

You must:

  • (a) not use, disclose, solicit, make available or misappropriate any Confidential Information without Oncontractor’s party prior written permission; and
  • (b) hold all Confidential Information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential Information, save as where compelled by law, to your legal advisors, and/or where such information is already in the public domain.

Oncontractor will not disclose or make available to any third-party, directly or indirectly, your Confidential Information, save as where:

  • to its legal or financial advisors;
  • if compelled by law;
  • with your permission (express or implied);
  • where the Confidential Information is already in the public domain (other than by reason of a breach of this Agreement);
  • in furtherance of your use of, or for the purposes of improving or updating, the Services; or
  • for the purposes of enforcing this Agreement.
Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Oncontractor as soon as possible after any changes.

User Content

You are solely responsible for all information and any content (including for example, written text, tags, data files) you add to your account or to project briefs you provide or information in relation to Projects ("User Content"). User Content includes, without limitation, all content you post or send on our Site. Under no circumstances whatsoever shall Oncontractor be liable to you or to any other person or entity for your participation in, or use of, our Site. Oncontractor has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Oncontractor, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise from your User Content.

Other Limitations on Use

You must not ask Contractors for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Contractor holds all necessary qualifications and you have the appropriate terms of engagement in place.

You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Contractors or attribute insights or opinions to Contractors or Oncontractor without the prior written consent of Oncontractor and the Contractor.

You must not use the Services to compete directly or indirectly with Oncontractor or any of its Services, or to authorise any third person to do so.

Any written materials provided to you in connection with a Project or the Services are for your own use. You must not reproduce, redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Oncontractor, except to your professional advisors on an as needed basis.

Non-Reliance

The Contractors introduced to you through our Site and/or Services are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between us and any Client, or us and any Contractor.

Oncontractor is not responsible for any content of Projects, deliverables, representations or statements made by the Contractors or the quality of work provided by Contractors pursuant to a Project.

You understand and agree that:

  • Oncontractor bears no liability with respect to your interactions with any Contractor ;and
  • we do not endorse any knowledge, opinions or information provided by any Contractors to you. (express or implied);

If any of the content, opinions or work provided to you by the Contractor is to be relied upon by a third party, the Client shall indemnify and hold harmless, Oncontractor in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

Responsibilities of Contractors

Contractors are required by Oncontractor to comply with Contractor Terms and Conditions as amended from time to time.

Client Responsibilities

In using the Services and at its own cost, the Client must:

  • use clear, complete and accurate information to describe the Project;
  • make all necessary enquiries and satisfy yourself as to whether the Contractor meets your requirements and objectives, including in relation to your requirements in ownership of intellectual property;
  • comply with any applicable laws; and
  • ensure the Contractor has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Project.

Introductions and Non-Solicitation

At all times during which you are registered with Oncontractor and for 12 months after the cessation of your registration, you (including your employees, agents, representatives or its related entities) must not without the prior written consent of Oncontractor approach, engage, solicit, induce, entice, employ, or offer to employ, or otherwise enter or attempt to enter into a contract for reward (directly or indirectly) with a Contractor for the performance of services, in any way other than through the Oncontractor Services.

Oncontractor shall only provide its consent to you carrying out any of the aforementioned acts upon payment by the client to Oncontractor of an introduction fee of $8,000 (Australian dollars). You acknowledge and agree that this fee is reasonable in all the circumstances, given Oncontractor’s only means of remuneration for the provision of the Services is by way of the Service Fee.

This clause shall apply whether or not you knew the Contractor, whether directly or indirectly, prior to attaining registration with Oncontractor.

This clause shall apply in Australia and any other overseas location where Contractors and Clients of Oncontractor are located.

Liability of Oncontractor

To the extent permitted by law, Oncontractor will not be liable to the Client for:

  • any Project (including the scope of any Project or amendments thereto);
  • any deliverables, work, opinion or information provided by the Contractor;
  • Services not performed in accordance with this contract;
  • the accuracy of information or documents, including the Contractor\'s profiles, background, capabilities or statements provided to the Client;
  • any claims arising out of or in connection with this contract, any of the subject-matter of the Services or Project or engagement with the Contractor, for breach of law, contract, negligence or other liability whatsoever; or
  • any other terms of engagement the Client might reach or agree with the Contractor; or
  • any breach or alleged breach of another party\'s intellectual property rights arising in respect of the Services or this contract.

Indemnification

You agree to indemnify, defend and hold harmless, Oncontractor and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation legal fees on an indemnity alternatively party-party basis, and court costs) which arise out of or relate to:

  • any act or omission (including negligent acts or omissions) of the Contractor in the performance or purported performance of any Project;
  • any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  • any breach by you of this Agreement, including, without limitation, any use of Oncontractor that violates third party rights or applicable law;
  • the use of any intellectual property created in respect of the Services not contemplated by this Agreement or as a consequence of a breach of this Agreement; or
  • any activity which you engage on or through Oncontractor.

This indemnity will survive termination of this contract.

Warranty Disclaimer; Limitation of Liability

You use the Services solely at your own risk. The Services are provided on an "as is" and "as available" basis. Oncontractor does not verify or monitor the accuracy of any content appearing on the Site or the identity of its users, nor do we have any obligation to do so. To the fullest extent permitted by law we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.

Notwithstanding anything to the contrary in this Agreement and to the maximum extent permitted by law:

  • Oncontractor\'s liability to you, whether under statute, tort, equity or contract, arising from or in connection with this Agreement, the Site and/or the Services is limited to the lower of the Service Fee paid by you to Oncontractor in the most recent 30 day period or $1,000.
  • Oncontractor shall not be liable to you in respect of any indirect, special, incidental, punitive, exemplary or consequential damages, including but not limited to loss of profits, loss of revenue, loss of opportunity, delay damages, acceleration costs, lost time or good will, however arising, whether in contract, tort (including negligence), strict liability or otherwise.

This clause survives the termination or expiry of this Agreement.

Intellectual Property

This clause applies where a Project requires the Contractor to provide deliverables or content to the Client ("Contractor Content").

Unless otherwise agreed between the Contractor and the Client, the Contractor retains ownership of all intellectual property rights in the Contractor Content.

In the absence of any specific agreement between the Contractor and the Client, the Contractor grants an irrevocable royalty-free licence to the Client to use or reproduce the Contractor Content to the extent reasonable or necessary to enable the Client to receive the benefit of the Project. The Client’s requirements in this regard are to be communicated to the Contractor prior to the Contractor commencing any Project.

For the duration of this Agreement and at all times thereafter, you remain solely liable for all use and misuse of the Contractor’s intellectual property rights. Any agreements or disputes regarding intellectual property rights in Contractor Content shall be determined as between the Contractor and the Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Western Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia. Each party waives any right it has to object to an action being brought in the courts of Western Australia including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Dispute resolution

If a dispute arises out of or relating to this Agreement (including any dispute as between Contractor and Client, or Oncontractor and Client), the relevant parties shall attempt to resolve the matter by mediation before litigation. The parties shall attempt to agree on a mediator within 30 days of the dispute arising, otherwise a mediator will be appointed by the Law Society of Western Australia. Nothing in this clause precludes a party from seeking urgent interlocutory or interim relief, and the requirement for mediation in that regard is dispensed with.

Termination and Suspension

This Agreement will terminate automatically upon the cessation of your registration with Oncontractor, save for any terms of this Agreement which expressly survive termination.

Oncontractor may terminate this Agreement (including the Services) at any time for any reason, immediately upon notice to you. Oncontractor reserves the right to suspend any profile or cancel your registration or an Authorised User’s registration as a Client, at any time, upon Oncontractor forming the view in its absolute discretion that Oncontractor\'s brand, operations (including the Site, any blogs or social media sites or membership) or business (including its Clients, Contractors, partners or affiliates) may be adversely affected or harmed as a result of your continued registration.

Termination of Projects

Projects, once accepted, may only be terminated by agreement between the Contractor and the Client. In the case of termination, the Service Fee (or any part of it) will not be refundable.

Miscellaneous

Any translation of this Agreement or our other documentation is provided for your convenience only and the English version will govern.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof. You also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction). To the extent there is any discrepancy between this Agreement and any additional terms, the additional terms prevail.

Oncontractor may amend, update or change the content on the Site including this Agreement from time to time, without prior notice to you, by posting the variation(s) or updating this Agreement on the Site. You should periodically check the page containing this Agreement for changes. The Agreement accessible on this webpage is the current version, and supersedes all other versions previously published for this Site.

Unless otherwise specified by us when posted, all variations will be effective upon posting. If you do not agree to any variations you may terminate your registration. If you remain registered for 7 days following the introduction of any variation, you will be deemed to have accepted that variation.

Please read our Privacy Policy for an explanation of Oncontractor\'s practices regarding the collection, use, and storage of your information. By using the Site, registering your interest, posting a project or contacting Oncontractor, you consent to Oncontractor handling and processing your information as described in the Privacy Policy.

Contractor Terms and Conditions

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at support@oncontractor.com.

These terms and conditions apply to each and every individual or entity registered as a Contractor (referred to in these Terms and Conditions as “you” or “Contractor”) on the Oncontractor website: www.oncontractor.com (the “Site”). By registering as a Contractor on the Site or posting a project on behalf of a business, you:

  • Accept these terms and conditions and acknowledge that they constitute a binding and enforceable agreement (“Agreement”) as between you and Oncontractor Pty Ltd (ACN 609 820 402) (“Oncontractor” or “us” or “we”), to the exclusion of all other terms; and
  • warrant and represent that you have all necessary consents, approvals and authorities to bind the Contractor to this Agreement.

Where you register with Oncontractor or post a project on behalf of a business, that business is taken to have accepted these terms and conditions and you are taken to have been duly authorised to bind the business.

Overview and Services

Oncontractor provides engineering contractors with the opportunity to register as an Oncontractor and provide paid advisory or consulting services to Oncontractor Clients ("Client(s)") for short-term or long-term employment arrangements (“Projects”). The Projects may include telephone engagements, conference calls, face-to-face meetings, project work, speaking engagements, work products or deliverables, or other research, consulting or advisory services.

Oncontractor provides an accessible and user-friendly platform facilitating interaction and negotiation of Projects between Contractors and Clients (“Services”). You acknowledge and agree that, for the purposes of any Project:

  • Oncontractor is not an agent for the Client or the Contractor; and
  • Oncontractor is not a party to the Projects and bears no responsibility or liability to the Client or the Contractor in respect of the same.

Any terms you enter into with the Client of Oncontractor in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by Oncontractor in writing.

Joining as a Contractor

You may apply to join as a Contractor by completing the required documentation at registration. Oncontractor will assess your application and determine, in its sole discretion, whether to register you as a Contractor on the Site. You acknowledge and agree that:

  • Oncontractor may reject your application for whatever reason, and is not obliged to provide you with reasons for the rejection; and
  • without derogation to Oncontractor’s right to reject an application for any reason, the purpose of this clause is to ensure Oncontractor has the ability to quality check potential Contractors and ensure that they are of a suitable standard and expertise.

You warrant and represent that in submitting an application for registration with Oncontractor:

  • there are no contractual, fiduciary or other obligations which prevent you from joining or participating in the Services; and
  • you have obtained all necessary approvals and licenses to enable you to do so.

ASSIGNMENT, ACCEPTANCE AND SCOPE OF PROJECTS AND INTRODUCTIONS

Clients can post Project briefs on the Oncontractor Site or may otherwise be introduced to Contractors through Oncontractor and/or the Oncontractor platform.

You are free to accept or decline any Project, provided however, that you may only bid for and accept Projects which:

  • do not present a conflict of interest;
  • relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise);
  • are within your area of expertise and capability; and
  • you have the time and resources to complete.

Contractors are free to accept or decline Projects at their discretion. However, Contractors must either accept or decline Projects within two (2) business days of the Contractor being advised that the Contractor’s bid for the Project has been successful.

No Client or Contractor may assign their rights or obligations under a Project unless expressly agreed between them, and in any event not without Oncontractor’s prior written consent.

Oncontractor makes no representation regarding the frequency, quantity, or type of invitations to Projects you will receive or in which you will be chosen to participate.

Feedback

We will collect your feedback about Clients to assist improvements to the functioning of our search functionality and Site. We will only use your feedback indirectly and/or publish it anonymously, unless we agree otherwise with you.

Payment for Services

Fees

Each Contractor is free to negotiate their own hourly, daily or such other fees or rates with Clients (“Fees”), provided however that the Fees payable to the Contractor in respect of a Project must be disclosed and agreed between the Contractor and the Client prior to commencement of the Project

Unless otherwise agreed with the Client, the Client is not obliged to pay you for preparation time, time spent submitting a bid, wait time or time set aside if a Project does not occur.

Oncontractor charges a fee to Contractors for the provision of the Services in respect of all Projects (“Contractor Fee”). The Contractor Fee is equivalent to 9% of the total value of each Project that you are paid for. We deduct our fee upon the receipt of payment for each Project or upon the receipt of payment for each milestone (whichever occurs sooner).

Through our platform, for each Project you have the option to either include our service in your bid rate, or alternatively to add our service fee to your bid rate (this is at your discretion having regard to your circumstances and the commercial norms in your industry sector).

The Contractor Fee and any GST payable in respect of the Contractor Fee or which Oncontractor is required to pay will be included in any tax invoice issued to you by Oncontractor. Upon accepting a Project, you accept, and agree to pay to Oncontractor, the Contractor Fee.

Oncontractor will be entitled to deduct the Contractor Fee from the Fees paid by a Client in respect of any Projects introduced by Oncontractor, regardless of whether you had a previous relationship with the Oncontractor Client.

Oncontractor will be entitled to payment of the Contractor Fee in respect of all Projects, regardless of whether the Client had a previous relationship with the Contractor.

Invoicing and method of payment

In order to receive payment, the Contractor must log into the secure platform on Oncontractor\'s Site and ensure its business details, accounts and payment settings are up-to-date and complete.

Within 90 days of completion of the Project (or such later date as the Contractor and Client agree with Oncontractor), the Contractor shall submit a payment claim in respect of the Fees via the Oncontractor platform in accordance with Oncontractor\'s Pricing and Payments Procedures (or at such other times as agreed with you and Oncontractor) (“Payment Claim”). Payment Claims submitted after 90 days of completion of the relevant Project, without Oncontractor’s consent, will not be accepted and will not be paid and the Contractor waives entitled to payment in respect of the same.

Upon receipt of a Payment Claim, Oncontractor shall forward the Payment Claim to the Client (in the form of a tax invoice) by email.

The Client shall have a period of five (5) business days from the issue of any Payment Claim to dispute the Payment Claim, including the sum invoiced. A dispute must be referred to the Contractor and, if not resolved within three (3) business days, to Oncontractor.

If the Client does not dispute the Payment Claim within five (5) business days from the issue of any Payment Claim, the payment claim will be deemed to have been approved by the Client.

Invoicing and payments by Oncontractor will (where possible) be on the basis of Oncontractor acting as the intermediary that facilitated the supply to the Client of the Project by the Contractor and that facilitated the acquisition by the Client of the Projects from the Contractor in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999. The Contractor will not invoice the Client directly.

Taxes and Duties

GST or other taxes (other than income tax) may be payable on the Fees, Contractor Fees, and Payment Claims. If required by any applicable tax law, and/or if applicable to a Project, Oncontractor shall withhold and remit the amount of any tax from payments owed to the Contractor. Upon payment of any such amount to the appropriate government entity or agency Oncontractor shall have no obligation to pay such amount to the Contractor.

The Contractor will be responsible for and pay (or cause to be paid) when due all taxes for which the Contractor is liable in relation to the performance of a Project.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with this Agreement, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information.

Authorised Users and Logins

Unless otherwise agreed in writing, the Site and/or Services may not be used by any Client affiliates, portfolio companies, or other individuals or groups within your company or any third party, save as for employees approved by Oncontractor (Authorised Users) who have been issued a unique user identification and password ("Login").

All Authorised Users shall be subject to the terms of this Agreement. You bear responsibility for any breach of this Agreement by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud or hacking, where reasonable care was not taken by you to protect the Login details).

You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, "Account Information"). You agree to not disclose your Account Information to anyone else, and to not use anyone else\'s Account Information.

You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.

You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to the commencement or continuation of any Project.

Contractor Conduct

Dealings between Client and Contractor

You must act with the utmost professionalism and courtesy in your dealings with Clients and with Oncontractor.

Conflicts

You represent and warrant that your use of Oncontractor is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use Oncontractor in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.

Confidentiality

For the purposes of this clause, “Confidential Information” means any documents or information created, received or obtained by the Contractor from or on behalf of a Client, Oncontractor or any other party in respect of any Project. In relation to Oncontractor, it also includes all non-public information pertaining to Oncontractor\'s business (including, without limitation, our pricing information, the identity or participation of specific Contractors or Clients, and any content marked confidential) is Confidential Information.

You must:

  • not use, disclose, solicit, make available or misappropriate any Confidential Information without Oncontractor’s party prior written permission; and
  • hold all Confidential Information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential Information, save as where compelled by law, to your legal advisors, and/or where such information is already in the public domain.

Oncontractor will not disclose or make available to any third-party, directly or indirectly, your Confidential Information, save as where:

  • to its legal or financial advisors;
  • if compelled by law;
  • with your permission (express or implied);
  • where the Confidential Information is already in the public domain (other than by reason of a breach of this Agreement);
  • in furtherance of your use of, or for the purposes of improving or updating, the Services; or
  • for the purposes of enforcing this Agreement.
Accurate information

You warrant and represent that the information you provide to Oncontractor is and shall remain complete, accurate, true and correct and that you will update or correct information held by Oncontractor as soon as possible after any changes.

User Content

You are solely responsible for all information and any content (including for example, written text, tags, data files, articles, opinions, comments or any other information or content created by the Contractor) you add to your account or information you provide in relation to Projects ("User Content"). User Content includes, without limitation, all content you post or send on our Site. Under no circumstances whatsoever shall Oncontractor be liable to you or to any other person or entity for your participation in, or use of, our Site. Oncontractor has no responsibility to review or approve User Content.

You must not post any User Content that is unlawful, infringing or defamatory. You warrant and represent that you own all intellectual property rights in the User Content, alternatively where you are not the author, you warrant and represent that you have all necessary rights and approvals to post the User Content. You agree to indemnify, defend and hold Oncontractor, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise from or in relation to User Content posted by you.

You grant to Oncontractor a royalty free, worldwide licence to use and reproduce any User Content for Oncontractor’s operational, business or marketing purposes, including the right to reproduce, amend, modify or change the User Content.

Other Limitations on Use

You must provide advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning unless you hold all necessary qualifications and there are clear terms of engagement as between you and the Client in respect of such advice.

Non-Reliance

Oncontractor is not responsible for any content of Projects, deliverables, representations or statements made by you or the quality of work provided by you pursuant to a Project.

You understand and agree that:

  • Oncontractor bears no liability with respect to your interactions with any Client ;and
  • we do not endorse any knowledge, opinions or information provided by you to any Client./li>

Responsibilities of Clients

Clients are required by Oncontractor to comply with Client Terms and Conditions as amended from time to time.

Compliance with client requirements

In performing any Project for the Client, the Contractor must:

  • use a high standard of care and skill to be expected of a contractor
  • who regularly acts on projects or engagements like and at least as sophisticated as the subject matter of the Project;
  • make all necessary enquiries of the Client to ascertain the Client\'s requirements and objectives, including the Client\'s requirements in relation to the Contractor\'s intellectual property;
  • inform the Client of any matter which may cause any budget or estimate of Fees to be revised;
  • comply with any Client policy, direction, instruction, brief, program, or schedule;
  • comply with any applicable laws;
  • obtain such insurance as required by law and provide evidence of such insurance upon request;
  • obtain, if requested by a Client, insurance which may include; professional indemnity insurance, public liability and/or workers\' compensation insurance;
  • not subcontract or engage any person other than the Contractor to perform the Project without Oncontractor\'s and the Client\'s prior written approval.

Independent Contractor

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between us and any Client, or us and any Contractor.

Any work performed on a Project facilitated through Oncontractor shall be performed as an independent contractor. You shall not be entitled to any benefits provided by Oncontractor to its employees (including but not limited to superannuation), and Oncontractor will not make deductions from any of the payments due to you for tax or superannuation unless compelled by law.

INTRODUCTIONS AND NON-SOLICITATION

At all times during which you are registered with Oncontractor and for 12 months after the cessation of your registration, you (including your employees, agents, representatives or its related entities) must not without the prior written consent of Oncontractor approach, engage, solicit, induce, entice, employ, or offer to employ, or otherwise enter or attempt to enter into a contract for reward (directly or indirectly) with a Client for the performance of services, in any way other than through the Oncontractor Services.

Oncontractor shall only provide its consent to you carrying out any of the aforementioned acts upon payment by the client to Oncontractor of an introduction fee of $8,000 (Australian dollars). You acknowledge and agree that this fee is reasonable in all the circumstances, given Oncontractor’s only means of remuneration for the provision of the Services is by way of the Service Fee.

This clause shall apply whether or not you knew the Client, whether directly or indirectly, prior to attaining registration with Oncontractor.This clause shall apply in Australia and any other overseas location where Contractors and Clients of Oncontractor are located.

Indemnification

You agree to indemnify, defend and hold harmless, Oncontractor and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation legal fees on an indemnity alternatively party-party basis, and court costs) which arise out of or relate to:

  • (a) any act or omission (including negligent acts or omissions) of the Contractor in the performance or purported performance of any Project;
  • any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  • any breach by you of this Agreement, including, without limitation, any use of Oncontractor that violates third party rights or applicable law;
  • the use of any intellectual property created in respect of the Services not contemplated by this Agreement or as a consequence of a breach of this Agreement; or
  • any activity which you engage on or through Oncontractor.

This indemnity will survive termination or expiry of this Agreement.

Intellectual Property

This clause applies where a Project requires the Contractor to provide deliverables or content to the Client ("Contractor Content").

Unless otherwise agreed between the Contractor and the Client, the Contractor retains ownership of all intellectual property rights in the Contractor Content.

In the absence of any specific agreement between the Contractor and the Client, the Contractor grants an irrevocable royalty-free licence to the

Client to use or reproduce the Contractor Content to the extent reasonable or necessary to enable the Client to receive the benefit of the Project. The Client’s requirements in this regard are to be communicated to the Contractor prior to the Contractor commencing any Project.

Oncontractor is not responsible for any Contractor or Client\'s use of or misappropriation of any intellectual property rights during the course of the Services. Any agreements or disputes regarding intellectual property rights in Contractor Content shall be determined as between the Contractor and the Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Western Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of Western Australia. Each party waives any right it has to object to an action being brought in the courts of Western Australia including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Dispute resolution

If a dispute arises out of or relating to this Agreement (including any dispute as between Contractor and Client, or Oncontractor and Client), the relevant parties shall attempt to resolve the matter by mediation before litigation. The parties shall attempt to agree on a mediator within 30 days of the dispute arising, otherwise a mediator will be appointed by the Law Society of Western Australia. Nothing in this clause precludes a party from seeking urgent interlocutory or interim relief, and the requirement for mediation in that regard is dispensed with.

Termination and Suspension

This Agreement will terminate automatically upon the cessation of your registration with Oncontractor, save for any terms of this Agreement which expressly survive termination.

Oncontractor may terminate this Agreement (including the Services) at any time for any reason, immediately upon notice to you. Oncontractor reserves the right to suspend any profile or cancel your registration or an Authorised User’s registration as a Contractor, at any time, upon Oncontractor forming the view in its absolute discretion that Oncontractor\'s brand, operations (including the Site, any blogs or social media sites or membership) or business (including its Clients, Contractors, partners or affiliates) may be adversely affected or harmed as a result of your continued registration.

Termination of Projects

Projects, once accepted, may only be terminated by agreement between the Contractor and the Client. In the case of termination, the Service Fee (or any part of it) will not be refundable.

Miscellaneous

Any translation of this Agreement or our other documentation is provided for your convenience only and the English version will govern.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof. You also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction). To the extent there is any discrepancy between this Agreement and any additional terms, the additional terms prevail.

Oncontractor may amend, update or change the content on the Site including this Agreement from time to time, without prior notice to you, by posting the variation(s) or updating this Agreement on the Site. You should periodically check the page containing this Agreement for changes. The Agreement accessible on this webpage is the current version, and supersedes all other versions previously published for this Site.

Unless otherwise specified by us when posted, all variations will be effective upon posting. If you do not agree to any variations you may terminate your registration. If you remain registered for 7 days following the introduction of any variation, you will be deemed to have accepted that variation.

Please read our Privacy Policy for an explanation of Oncontractor\'s practices regarding the collection, use, and storage of your information. By using the Site, registering your interest, posting a project or contacting Oncontractor, you consent to Oncontractor handling and processing your information as described in the Privacy Policy.

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