Partner Terms and Conditions

PARTNER TERMS AND CONDITIONS

INTRODUCTION

1. These Terms and Conditions (Terms) govern your use of the Website and our Services. By registering an Account and using the Website, you agree to accept these Terms.

2. The Website is owned and operated by Collective Safety Pty Ltd (ACN 641 968 578) (“Collective Safety”, “we” or “us”).

3. In these Terms, Partners may be referred to as “users” or “you” as the context requires.

4. Your access to and use of the Website is conditional upon your agreement to and acceptance of these Terms. By using the Website, making payments and/or clicking “I agree”, you agree to be bound by these Terms. Each time you receive a Brief, apply for a Job, or win a Job, you agree to be bound by these Terms. If you do not wish to be bound by these Terms, do not use the Website or accept any Brief.

SIGNING UP WITH US

5. In order to use the Website, we may require that you submit an application or apply to register an Account. Without limiting the details we may require, you acknowledge that we may require you to provide us with:

a. a personal or company profile;

b. a summary of the services your business provides;

c. qualifications and skill-set;

d. references and credit history;

e. contact details including business address, phone number and email address.

6. Once your application is submitted, we will consider your application and let you know the outcome.

7. We reserve the right to refuse or cancel an application or the registration of an Account for any reason in our sole discretion.

8. If your application is successful, you will be eligible to receive Our Services for the Membership Period and you will be required to pay the Membership Fee (see paragraph 26 below). Your Membership Period will automatically renew for successive 12 month periods unless you cancel your membership before the end of the Membership Period, or applicable renewal period.

9. All information provided to us must be current, correct and complete. Incomplete, ineligible or incomprehensible applications will not be valid.

10. You are responsible for maintaining the strict confidentiality of your Account details and for controlling access to and use of your Account, and any activity under your Account. You agree to immediately notify us of any unauthorised use of your Account or any other breach of security. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

11. You acknowledge that the contact information in your Account may be publicly accessible on the Website.

THE BRIEFING PROCESS

12. Once an Account is registered, the Website allows Clients to list Briefs and provide information to us to invite partners to Quote and apply for Jobs.

13. A Client may submit a Brief to us on the Website or otherwise.

14. We ask the Client to provide a sufficiently detailed description of the Client’s Job requirements and any other relevant information and/or documents.

15. Upon submission of a Brief, we will review the Brief and we then match the Brief to appropriate partners and invite those partners to Quote and/or apply for Jobs based on the Brief.

16. If we invite you to Quote or apply for a Job, we will notify you and provide the Brief to you. We will provide the Client’s contact details to you for you to engage with the Client directly.

17. You acknowledge that by submitting a Quote or otherwise applying for a Job, you are providing your contact details to the Client and you are consenting to the Client contacting you. You are also consenting to the Client posting a public review of your Partner Services on the Website.

YOUR ELIGIBILITY

18. You warrant that you have the legal right to work on each Job and will, upon request, provide all necessary documents to us and/or the Client to verify your legal right to work on a Job.

19. The Client will decide if you win a Job. You acknowledge that Clients may require that you meet specific criteria to be eligible to apply for a particular Job. Such criteria is at the Client’s sole discretion.

20. You acknowledge that there is no guarantee that you will win any Job. We do not promise or warrant or represent that you will receive a Brief, be invited to apply for any Job, or win any Job.

YOUR AGREEMENT WITH THE CLIENT

21. If you are successful in securing a Job with a Client, you will enter into an agreement with the Client for your services on terms to be negotiated and agreed between you and the Client.

22. We act only as a facilitator of a commercial relationship between you and a Client. We are not a party to the agreement you enter into with the Client and we have no ongoing obligation in connection with the services you provide to the Client.

23. You are solely responsible for ensuring that you understand the terms of your agreement with a Client.

24. You are solely responsible and liable for the provision of the Partner Services to a Client.

25. We may require that you provide us with a copy of the agreement that you enter into with a Client for a Job.

MEMBERSHIP FEE

26. The Membership Fee applies to all approved applications and Accounts. When submitting your application, you authorise us to charge the Membership Fee to you.

27. The Membership Fee is automatically payable on an annual basis for each renewal of your Membership Period. You must cancel your membership before it renews in order to avoid billing of the Membership Fee for each renewal period. Refunds cannot be claimed for any partial membership period for any reason. We may waive your Membership Fee if Our Commission during any Membership Period, or renewal period, exceeds $10,000.

PARTNER FEES AND OUR COMMISSION

28. The Client will pay your Partner Fees for your services in accordance with the terms of the agreement you enter into with the Client. Any non-payment of Partner Fees by the Client is at your sole risk and we accept no liability whatsoever in respect of any non-payment by a Client to you.

29. You acknowledge that if you win a Job, you will disclose to us all Partner Fees which you are charging to the Client. You must provide us with a copy of any and all Quotes, estimates, orders and invoices relating to your Partner Services. You acknowledge that we may also seek this information from the Client.

30. Upon confirmation from the Client to us that payment of the Partner Fee (or any part thereof) has been made, we will invoice you for Our Commission.

31. If you receive any Partner Fees in stages, milestones or instalments, you must pay Our Commission upon your receipt of such Partner Fees.

32. You agree to pay Our Commission within 14 days after receipt of our invoice.

33. You agree that you will not pursue any actions, legal or otherwise, against us for any non-payment of the Partner Fee, and that this provision constitutes a bar to any such actions or proceedings.

34. You acknowledge and agree that if you cancel a Job you will not be entitled to the Partner Fee.

35. You agree that you will not negotiate separate payment terms, fees, amounts, set-offs, contra arrangements or other terms for services from Clients outside the Website. Any attempt to circumvent the Website may result in the removal of you from the Website at our sole discretion.

36. If you agree to any trial period, free-of-charge services or discounted fees with a Client (Trial Period), you must disclose those terms to us immediately. In such cases, we may agree at our discretion to vary or waive Our Commission for the Trial Period. You must notify us if you are engaged by the Client to provide Partner Services at any time within 12 months after the Trial Period, in which case Our Commission and the Commission Period will commence on the date that you are engaged to provide such Partner Services.

YOUR RELATIONSHIP WITH US AND THE CLIENT

37. You will at all times perform your obligations and provide your services to the Client as an independent contractor and not in the capacity of an employee, partner or agent of the Client or us, or in any other capacity. We will not be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of Collective Safety, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions. You indemnify us in relation to any such liabilities.

38. You acknowledge that we provide the Website as an online marketplace and we are not your agent, representative, or manager.

TERMS FOR BRIEFS, QUOTES, JOBS

39. We may, at our sole discretion, reject any Brief, Quote or Job that do not comply with these Terms, even if such Brief, Quote or Job has commenced.

40. If a Client cancels a Job, you may not be entitled to any Partner Fee or other remedy. Any amount payable to you upon cancellation is limited to the terms negotiated in your agreement with the Client.

INTELLECTUAL PROPERTY

41. All of Our Content on the Website is protected by all applicable laws including copyright and trade mark laws and may not be used by you except as permitted in these Terms. Nothing in these Terms will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the Our Content to you. You must not copy, communicate or exploit Our Content for any purpose without our prior written consent.

42. You grant to us a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use Your Content for the purpose of matching you with Clients and for the purpose of marketing and promoting Collective Safety in any manner.

43. You warrant that:

a. you own the Intellectual Property Rights in Your Content and you have the right to license Your Content to us in the manner set out in these Terms; and

b. Your Content does not contain any representations, information or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive, or defamatory.

CONFIDENTIAL INFORMATION

44. By accepting the Terms, you acknowledge and agree that you will not, during the course of the engagement or thereafter, use, disclose, solicit, or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to us, any Client, or any third-party, except with the prior written consent of that party or as required by law.

USING THE WEBSITE

45. The Website is designed for use by people aged 18 years and over. We reserve the right to refuse registration from individuals under 18 years of age or, in any event, to seek further information from you to verify your eligibility to use the Website.

46. You are solely responsible for your interactions with other users of the Website. You agree that we are not responsible for the conduct of any user.

47. Nothing in these Terms is intended nor does create a partnership, agency, employment or fiduciary relationship between us and any user.

48. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, revocable and non-transferrable licence to access and use the Website in the manner specified in these Terms.

49. You may not decompile, reverse engineer, disassemble, or convert any element of the Website to a human perceivable form; distribute or republish any element of the Website in any way; resell, rent, lease or lend any element of the Website; defeat, disable or circumvent any security feature of the Website; transfer any element of the Website to any third party; or authorise any third party to do any of the acts above.

50. You must not engage in crawling, scraping, caching or otherwise accessing any content on the Website via automated means.

51. The Website may contain links to other sites not maintained by us (“Linked Sites”). We are not responsible for the content of any Linked Sites. We do not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites.

YOUR REPRESENTATIONS AND WARRANTIES

52. You warrant that:

a. all information you provide to us upon registering for an Account is true, accurate and complete and not misleading;

b. You have the right and authority to create an Account and agree to these Terms;

c. You are authorised to submit Your Content, as applicable, in the manner we request or invite;

d. You will not share any personal information of other users of the Website with any third party;

GST

53. Words or expressions used in these Terms that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as given in the Act. If GST applies to any supply made under these Terms, then the party making that supply may, in addition to any other amount payable, recover from the other party an additional amount on account of GST, such amount to be calculated on the basis of the current GST rate. Unless otherwise specified, any amount payable under these Terms is exclusive of GST.

ACKNOWLEDGEMENTS

54. We make no representation or warranty that our insurances are sufficient or adequate to provide coverage for any of your acts or omissions in connection with your use of the Website, including in respect of any Partner Services, Job or payment. You are required to maintain your own insurances in respect of your use of the Website and Partner Services as are appropriate for your own circumstances.

55. You acknowledge that:

a. we will not be responsible or liable in any way for any postponement, cancellation, no-show, termination or other non-performance of a Job, or any dispute between you and Client in respect of a Job; and

b. we reserve the right to increase Our Commission or introduce new prices or charges at any time.

INDEMNIFICATION

56. You agree to indemnify, and must defend and hold harmless, Collective Safety and its related bodies corporate, personnel, officers, employees and agents, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on the Website):

a. your access to the Website;

b. Your Content;

c. Client Content;

d. your breach of these Terms or any of the warranties or covenants given or made by you;

e. your participation in, or provision of services for, any Brief, Quote or Job;

f. your claim against a Client for any reason;

g. any claim by any third party (including any Client) arising directly or indirectly from your breach of any of the provisions of these Terms;

h. your violation of any applicable laws, rules or regulations; and

i. any misrepresentation made by you.

LIMITATION OF LIABILITY

57. You agree that you use the Website at your own risk and that we disclaim any and all responsibility for any damage or loss that you may suffer or incur as a result of using the Website. To the maximum extent permitted by law:

a. the Website, Our Content, our Services and any other features or functions associated with the Website are provided "as is" and "as available" with all faults and without warranty;

b. no circumstances will we be liable in any way for any of Your Content or Our Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Website;

c. we do not make any promises or assurances to you about the Website, including without limitation that your use of the Website will be uninterrupted or error-free;

d. we make no representations or warranties in relation to the accuracy or completeness of the information, advice or other content available on or via the Website and we do not accept any liability in relation to your reliance on such information, advice or other content; and

e. we will not be liable for any loss or damage (including indirect or consequential loss or damage, loss of profit, loss of revenue, loss of data or loss of opportunity) however caused which may be suffered or incurred or which may arise directly or indirectly in respect of the use by you of the Website.

58. Nothing in these Terms excludes, restricts or modifies any rights that you have under existing laws or regulations and codes, including the Competition and Consumer Act 2010 (Cth) and fair trading laws. There are statutory guarantees under consumer protection laws that cannot be excluded. To the extent that any statutory guarantees apply to these Terms, we limit our liability to the maximum extent permitted by law, at our election, to the supply of our services again or the payment of the cost of having our services supplied again.

PRIVACY

59. We collect, use, hold and disclose personal information in accordance with our privacy policy and otherwise as set out in these Terms. These Terms prevail to the extent of any inconsistency.

60. In addition to the purposes of collection set out in our Privacy Policy, we collect personal information from you for the following purposes: to enable us to administer and provide the Website; to connect you with Clients; to facilitate payments; to verify your identity; and to assist us in improving the Website and our services. We may provide your personal information to Clients, to our affiliates, commercial partners and financial service providers (for example, a bank, a payment network, or other financial intermediary) for these purposes.

NO CIRCUMVENTION

61. You acknowledge and agree that:

a. Our Commission is required to enable us to make the Website available;

b. During the Commission Period (and any Trial Period) You must disclose to us all Partner Fees and other payments you receive from a client;

c. It is an essential term of these Terms that during the Commission Period (and any Trial Period) you do not negotiate separate payment terms without notifying us of the terms, or negotiate jobs with a Client without notifying us of the terms; and

d. During the Commission Period (and any Trial Period) you must not accept any proposal or invitation from a Client or solicit or approach any such Client to perform services or work, or receive payment from that Client without notifying us of the terms.

62. If we determine, in our sole discretion, that you have breached your obligations in paragraph 61 we may, without limiting our rights and to the maximum extent permitted by law: (i) charge you an amount that would be earned by us during the Commission Period, calculated based on an annualised amount earned by you from Client during any period for which we have Partner Fee data (Opt-Out Fee) and send you an invoice for the Opt-Out Fee, which you agree to pay within 14 days; and/or (ii) terminate your Account; and/or; (iii) charge you for all losses and costs and reasonable expenses (including lawyers’ fees) related to investigating such breach and collecting such fees.

63. You grant us the right to examine your books, accounts and records, at such reasonable times as may be requested by us to ascertain whether you have disclosed all Partner Fees paid or payable to you and to ascertain if you are in breach of paragraph 61.

64. You acknowledge and agree that paragraphs 61-63 are fair and reasonable under the circumstances and these restraints are reasonably necessary to protect our business interests.

MONITORING, SUSPENSION AND TERMINATION

65. Either you or us may terminate the Terms at any time for any reason by email.

66. If you want to terminate the Terms, you may do so by providing us with thirty (30) days’ notice of your intention to terminate. You will not be entitled to any refund of your Membership Fee on such termination.

67. Our right to Our Commission does not merge or expire on termination of these Terms. Our Commission will continue to apply for the Commission Period.

68. We may, at any time, for any reasons, terminate your access to all or any part of the Website or Services, with or without notice.

69. We reserve the right to monitor the Website generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, we may close or freeze the Account immediately. We retain the right and absolute discretion to suspend or terminate your Account, and/or access to the Website generally without notice if we believe you have abused any privilege accorded to you as a participant on the Website, supplied misleading information or made any misrepresentations to us in connection with the Website or the Partner Services, tampered with the Website in any way, breached these Terms, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the Website.

GENERAL TERMS

70. If the Website or our Services are not capable of running as planned for any reason beyond our reasonable control, including because of war, terrorism, state of emergency or disaster (including natural disaster), pandemic, government order, infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or anything which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Website, We reserve the right, in our absolute discretion, to cancel, terminate, modify or suspend the Website and/or our Services.

71. We may at any time change these Terms. We will endeavour to notify you of any change prior to the date such change comes into effect by email to the email address you provided when creating your Account, however it is your responsibility to check if there have been any changes to these Terms each time you use the Website. Your use of the Website following the posting of any changes to these Terms constitutes your acceptance of those changes.

72. These Terms are governed by and are to be construed in accordance with the laws of the State of Victoria and the parties submit to the jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

73. If you are using the Website on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity.

74. These Terms constitute the entire agreement between you and us and govern your use of the Website and our Services, superseding any prior agreements between you and us. You will not assign any rights or obligations under these Terms, in whole or in part, to any third party without our prior written consent.

75. If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

DEFINITIONS

76. The following terms have the following meanings in these Terms:

“Account” means an account completed by you for use of the Website and access to Our Services;

Brief” means a brief for a Job from a Client;

Client” means any person or entity, or its duly authorised agents or representatives, registered to use the Website which requires Partner Services;

Client Content” means any information, content or materials uploaded by a Client or provided to us by a Client to upload to the Website or provide to you, including any review or testimonial;

Commission Period” means, in respect of each Client for which you provide Partner Services, a period of 12 months commencing on the date that you complete your first Job for that Client.

Confidential Information” means any documents or information created, received or obtained by you from us or any Client from the Website or in connection with any Brief, Quote or Job.

Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trade marks, service marks, trade names, domain names, designs, any rights in silicon chip topography, Confidential Information and Know-How and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in Australia or otherwise;

Job” means any work, project, business or other trade or dealing of a Client which requires Partner Services;

Membership Fee” means the fee which is payable by you to become an approved partner and be eligible for Our Services;

Membership Period” means 12 months from the date your application or Account is accepted, subject to automatic renewal in accordance with these Terms;

Our Content” means the Website and any associated content and materials owned, developed or licensed by us and made available to you;

Our Commission” means 15% of all Partner Fees received by you from a Client during the Exclusivity Period, plus any applicable GST;

Our Services” means our services as an online marketplace and facilitator and introducer of commercial relationships between partners and Clients;

Quote” means a quote from a partner for a Job based on a Brief received by the partner;

Partner Services” means your Workers' Compensation, Health & Safety, Mental Health or Well-being related services provided to a client in a Job;

Your Content” means your Account information, your Quote information, any review or testimonial and any other content or materials you provide to us or upload to the Website;

Website” means the Collective Safety website and any associated applications, properties or websites.