Terms and Conditions

Below are the T&Cs for our members. Please click here for Company T&Cs

TERMS AND CONDITIONS OF AGREEMENT FOR MEMBERS

  1. Commencement and term

 

1.1 This Agreement commences on the acceptance of these terms (by way of the Member ticking that they have read and agree to be bound by these terms) and may be terminated by either party at any time, in accordance with this Agreement.

 

1.2 Members may be engaged by Companies as employees or contractors. Members who are engaged as contractors are required to meet additional requirements which are set out in the “Contractor Supplement” at the end of these terms, and the Contractor Supplement will form a part of this Agreement.

 

1.3 Upon acceptance:

 

  1. a) Wyse Women Pty Ltd will commence offering the Services, the nature of which will be consistent with the Member data but otherwise as determined by Wyse Women Pty Ltd in its discretion; and

 

  1. b) Wyse Women Pty Ltd and the Member will do all other things reasonably required to give effect to this Agreement.

 

  1. Member and Wyse Women Pty Ltd’s Obligations

 

2.1 In return for Wyse Women Pty Ltd carrying out the Services, the Member must:

 

  1. a) co-operate with Wyse Women Pty Ltd as it reasonably requires;

 

  1. b) provide the information and documentation that Wyse Women Pty Ltd reasonably requires, including the Member data;

 

  1. c) comply with the terms of this Agreement;

 

  1. d) inform Wyse Women Pty Ltd of any matter which may affect or assist the delivery of the Services;

 

  1. e) act in good faith at all times towards Wyse Women Pty Ltd;

 

  1. f) notify Wyse Women Pty Ltd, in writing, if they have been engaged by a Company or with another entity, as soon as practicable after the occurrence of the event (but no later than 48 hours of the Member becoming aware of the engagement);

 

  1. g) keep Wyse Women Pty Ltd informed as to the progress of engagement throughout the first 3 months of their engagement with a Company;

 

  1. h) act with the utmost professionalism and courtesy towards Wyse Women Pty Ltd and the Companies; and

 

  1. i) not engage in any conduct which is detrimental to the interests of Wyse Women Pty Ltd, would negatively affect Wyse Women Pty Ltd’s relationship with a Company or is likely to bring Wyse Women Pty Ltd into disrepute.

 

2.2 The Member acknowledges and agrees that all references the Member submits to Wyse Women Pty Ltd may be contacted and promises that all references have given their permission to be contacted.

 

2.3 The Member must comply with all relevant laws, including those relating to taxation and work, health and safety.

 

2.4 Wyse Women Pty Ltd will use all reasonable endeavours to:

 

  1. a) provide the Services as required by the Member from time to time;

 

  1. b) inform the Member of any matter which may affect or assist the delivery of the Services;

 

  1. c) act in good faith at all times towards the Member and provide assistance and co-operation as practicable on the Member’s request; and

 

  1. d) comply with all relevant laws.

 

2.5 The Member agrees that they will not accept any offer of engagement from a Company to which they were introduced by Wyse Women Pty Ltd without first notifying Wyse Women Pty Ltd of the same.

 

2.6 The Member acknowledges and agrees that, despite Wyse Women Pty Ltd’s reasonable efforts to place the Member with a Company, there is no guarantee that any engagements will be obtained for the Member.

 

2.7 For the sake of clarity, the term “engagement” means the employment, engagement or retainment of the Member as an employee (whether on a casual, permanent, fixed-term or other basis), a contractor, an advisor or in any other professional capacity, and “engaged” has a corresponding meaning.

 

  1. False and misleading information

 

3.1 The Member must not provide any false or misleading information or information which may mislead or deceive Wyse Women Pty Ltd, Companies, or any other party.

 

3.2 The Member agrees to provide to Wyse Women Pty Ltd with current, complete and accurate Member data, including information uploaded to the Web Facilities, and agrees to maintain and update this information in a timely manner and to ensure that such information is not misleading (including by omission)and is up to date at all times. The Member will remain solely responsible for such information.

 

3.3 The Member must not provide any advice or professional services to any Company unless it holds all necessary qualifications and such advice is or services are provided by way of an agreement between the Member and the Company. For the sake of clarity, Wyse Women Pty Ltd will not be liable for any advice or services provided by a Member.

 

  1. Authorised use of Web Facilities of Wyse Women Pty Ltd

 

4.1 Under no circumstances whatsoever will Wyse Women Pty Ltd be liable to the Member or to any other person or entity for the Member’s participation in, or use of, any Web Facilities. Wyse Women Pty Ltd has no responsibility to review or approve content uploaded to the Web Facilities by the Member. The Member is prohibited from adding any content that is unlawful, infringing or defamatory. The Member agrees to indemnify, defend and hold Wyse Women Pty Ltd, its 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 the content it provides to Wyse Women Pty Ltd including any content uploaded to any of the Web Facilities.

 

4.2 The Member agrees to comply with the terms and conditions of use for the Web Facilities, as amended and notified to the Member from time to time.

 

  1. Interviews with Companies

 

5.1 The Member is free to accept or decline any interviews with a Company, provided however, that the Member may accept only those interviews:

 

  1. a) that do not present a conflict of interest;

 

  1. b) that relate to matters that the Member is permitted to discuss, under applicable law and any obligations it may owe to another party (including contractual, employment, or otherwise); and

 

  1. c) that relate to potential engagements in respect of which the Member is knowledgeable, experienced or qualified.

 

5.2 The Member is expected to accept or decline an interview within two Business Days from the date the interview is to take place and must do so by advising Wyse Women Pty Ltd in writing (including by email).

effect.

 

5.4 An interview may be held between the Member and a Company in a number of ways including face to face, over the phone, via skype or another like platform.

 

  1. Intellectual Property

 

6.1 The Member acknowledges and agrees that Wyse Women Pty Ltd (or its associated entities, persons or licensors) owns all Intellectual Property Rights in all content created by Wyse Women Pty Ltd in connection with the Services, including the Web Facilities, that now exists or that later comes into existence (“Wyse Women Pty Ltd’s Intellectual Property”).

 

6.2 The Member must not copy, alter, reproduce or modify or in any other way interfere with Wyse Women Pty Ltd’s Intellectual Property.

 

6.3 Title in any modifications to Wyse Women Pty Ltd’s Intellectual Property (whether or not permitted by this Agreement or Wyse Women Pty Ltd) immediately vest in Wyse Women Pty Ltd and the Member must execute all documents required by Wyse Women Pty Ltd to assign such title and interest to Wyse Women Pty Ltd as and when required by Wyse Women Pty Ltd.

 

  1. Scope of Liability

 

7.1 The Services come with consumer guarantees under the Australian Consumer Law which cannot be excluded by this Agreement. Nothing in this Agreement affects the Member’s statutory rights as a consumer.

 

7.2 Subject to clause 7.1 and to the fullest extent permitted by law:

 

  1. a) Wyse Women Pty Ltd provides the Services to the Member on an “as is” and “as available” basis and excludes all representations, warranties or terms (whether implied or imposed by statute) other than those expressly set out in this Agreement; and

 

7.3 The Member acknowledges and agrees that:

 

  1. a) Wyse Women Pty Ltd does not endorse any of the Companies; and

 

  1. b) whilst Wyse Women Pty Ltd requires Companies to provide current, complete and accurate information, Wyse Women Pty Ltd does not verify the information provided by Companies and gives no warranty that such information is current, complete or accurate.

 

7.4 The Member is responsible for:

 

  1. a) conducting its own due diligence on a Company, including whether the workplace environment and culture is suitable;

 

  1. b) making its own assessment as to whether it is suited to a particular engagement.

 

7.7 The Member will at all times indemnify and keep indemnified Wyse Women Pty Ltd from and against any loss (including legal costs and expenses) or liability incurred by it or any of its related bodies corporate and their officers, employees and agents (“Those Indemnified”) arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of or in connection with a breach of this Agreement by the Member.

 

  1. Confidentiality

 

8.1 The parties acknowledge that each party and their respective employees or agents, may be given access to the other party’s Confidential Information in the course of performing this Agreement.

 

8.2 The Member will keep Wyse Women Pty Ltd’s Confidential Information confidential and will not disclose it to any third party or use it other than:

 

  1. a) for the purposes of this Agreement;

 

  1. b) as authorised in writing by Wyse Women Pty Ltd;

 

  1. c) as required by any law, judicial body or governmental agency; ord) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

 

8.3 Wyse Women Pty Ltd will keep the Member’s Confidential Information confidential and will not disclose it to any third party or use it other than:

 

  1. a) for the purposes of, or as authorised by, this Agreement;

 

  1. b) for the purposes of performing the Services, including publishing the Confidential Information on any websites or portals of Wyse Women Pty Ltd or third party websites or portals for the purpose of enabling the Services to be appropriately provided to the Member;

 

  1. c) as required by any law, judicial body or governmental agency; or

 

  1. d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

 

8.4 The parties will not copy any document containing the other party’s Confidential Information except as necessary to perform the Services or as is required by this Agreement.

 

8.5 On termination of this Agreement, each party will return to the other party, permanently delete or destroy, (at the other party’s election and absolute discretion) all documents or copies of documents containing information which at the date of termination is or is derived from the other party’s Confidential Information.

 

8.6 Each party will ensure that its employees, agents, contractors and other persons within its control comply with this clause 8, as if named as that party and bound hereto.

 

  1. Term and Termination of Agreement

 

9.1 Wyse Women Pty Ltd may terminate this Agreement at any time and for any reason upon giving the Member one weeks’ written notice. Wyse Women Pty Ltd may suspend the Services at any time and for any reason upon giving the Member one weeks’ written notice.

 

9.3 The termination of this Agreement is without prejudice to any rights which have accrued to a party before the date of termination.9.4 Clauses 6, 7, 8, 11, 12, 13, 14 and 15 survive the termination of this Agreement

 

10.Nature of relationship

 

10.1 This Agreement does not create an employment, contractor, labour hire or agency relationship between the parties.

 

10.2 The parties may not enter into any agreements or incur any liabilities on behalf of the other party without the other party’s prior written consent and may not represent to any person that it has any authority to do so.

 

10.3 The Member acknowledges and agrees that Wyse Women Pty Ltd provides an intermediary service only and Wyse Women Pty Ltd is not a party to and will not have any liability with respect to any arrangements between it and a Company.

11.Conflicts and no solicitation

 

11.1 For so long as the Member is:

 

  1. a) registered with Wyse Women Pty Ltd and for 12 months after any such registration ceases or after the termination of this Agreement, whichever occurs later; and/or

 

  1. b) engaged by a Company introduced to the Member by Wyse Women Pty Ltd (including by providing information to the Member regarding a Company, enabling the Member to identify a Company or otherwise causing a Company to be introduced to the Member),the Member must not be engaged by a Company without the written consent of Wyse Women Pty Ltd.

 

11.2 The Member understands that it must use the Services of Wyse Women Pty Ltd as its exclusive method to engage with a Company unless Wyse Women Pty Ltd agrees otherwise (in writing) and Wyse Women Pty Ltd is paid the appropriate fees as stipulated in this Agreement (or as otherwise agreed in writing between Wyse Women Pty Ltd and the Company).

 

11.3 The Member must immediately upon being engaged by a Company in a manner contemplated in clause 11.1 above notify Wyse Women Pty Ltd writing.

 

11.4 The Member must have no further contact with Companies (whether by call, text, email or otherwise) if the Company declines to engage the Member after one or more interviews. The Member must not call, text or email a Company without written consent from Wyse Women Pty Ltd.

 

12.Notices

 

12.1 Notices given under this Agreement must be in writing, signed by the party giving the notice and addressed to the “Notice Address” of the person to whom it is to be given (“Notice”).

 

12.2 The “Notice Address” of Wyse Women Pty Ltd is sarah@wysewomen.com.au and the Notice Address of the Member is the address and email provided by the Member upon registration for the Services, as updated by the Member via the Web Facilities from time to time.

 

12.3 Notices must either be delivered by hand, posted by pre-paid security or certified mail, or transmitted by email, to the Notice Address of the person receiving the Notice.

 

12.4 A Notice given to a person in accordance with this Agreement is deemed to have been given and received if:

 

  1. a) delivered, on the day of delivery if delivered before 5:00 pm on a Business Day, otherwise on the next Business Day;

 

  1. b) posted by pre-paid security mail or certified mail, on the second day after the day on which the Notice was accepted by the post office from the party sending the Notice;

 

  1. c) transmitted by email, upon receipt by the recipient email server (even if received or categorised or filtered as unwanted email or spam), unless the sender receives an automated notice that delivery has failed.

 

13.General Provisions

 

Amendments

 

13.1 Wyse Women Pty Ltd may modify the terms and condition of this Agreement from time to time by posting the modification(s) or updating these terms and conditions on its Web Facilities or by emailing the Member. Unless otherwise specified when posted or emailed, all modifications will be effective upon posting or emailing. If the Member does not agree to any modification(s), the only recourse available is to terminate their use of the Services within 7 days of the modification(s).

 

13.2 If the Member terminates their use of the Services due to any modification, the Member will be released from the non-solicitation in clause 11.1.

 

13.3 If the Member continues to participate in receiving the Services under this Agreement after any modification becomes effective, then subject to clause 13.2 such participation will constitute acceptance of such modification.

 

Entire Agreement

 

13.4 This Agreement supersedes all previous agreements and understandings about its subject matter and embodies the entire agreement between the parties. To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion has no effect except to the extent expressly set out in this Agreement.

 

Further assurances

 

13.5 Each party to this Agreement must do all things and sign, execute and deliver all deeds and other documents as may be legally necessary or reasonably required of it by Notice from another party to carry out and give effect to the terms and intentions of this Agreement and to perfect, protect and preserve the rights of the other parties to this Agreement.

 

Governing law and jurisdiction

 

13.6 This Agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and the courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

 

No merger

 

13.7 The rights and obligations of the parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

 

No waiver

 

13.8 A right under this Agreement may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.

 

Severability

 

13.9 If the whole or any part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

 

  1. Definitions

 

The meanings of the terms used in this Agreement are set out below.

Australian Consumer Law

means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Wyse Women Pty Ltd Australia

means Wyse Women Pty Ltd (ABN 45 615 819 942)

Business Day

means a day other than a Saturday, Sunday or public holiday, in Sydney, New South Wales.

Member

means a person who is entering into this Agreement with Wyse Women Pty Ltd for the purpose of seeking an engagement with a Company.

Member Data

means information regarding the Member that includes their skills and qualifications, previous employment/experience, references, resume, criminal history and any other information relevant to the Member that Wyse Women Pty Ltd deems relevant to the provision of the Services.

Company

means a Company of Wyse Women Pty Ltd or a person in discussions with Wyse Women Pty Ltd about becoming a Company of Wyse Women Pty Ltd.

Confidential Information

means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to that party’s affairs, including: (a) in relation to both parties: (i) affairs or businesses, sales, marketing or promotional information; (ii) the Candidate Information; (iii) the terms of this Agreement; and (b) in relation to Wyse Women Pty Ltd: (i) the Services (including the affairs or businesses, sales, marketing or promotional information of each Company); or (ii) Intellectual Property Rights, but does not include information that is, or becomes part of, the public domain otherwise than by breach of this Agreement by either party, is lawfully obtained by either party from another person without any restriction as to use and disclosure, or was in the party’s possession prior to disclosure of it by the other party.

Intellectual Property Rights

means any and all registered and unregistered present and future intellectual and industrial proprietary rights throughout the world including rights in respect of or in connection with: (a) any Confidential Information; (b) copyright; (c) inventions (including patents); (d) trade marks or service marks; and (e) designs; and includes any right to apply for the registration of such rights and includes all renewals and extensions.

Services

to the extent that it is able to do so, means the practice of providing Companies with the Candidate Information with the view to securing an engagement for the Candidate with a Company.

Web Facilities

means any webpages/websites, portals, online hubs and any other like web-based platforms of Wyse Women Pty Ltd.

 

 

15.Interpretation

 

In this Agreement:

  1. a) a singular word includes the plural and vice versa;

 

  1. b) a word which suggests one gender includes the other gender;

 

  1. c) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this Agreement and references to this Agreement includes any schedules or annexures;

 

  1. d) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

 

  1. e) a reference to a document or agreement (including a reference to this Agreement) is to that document or agreement as amended, supplemented, varied or replaced;

 

  1. f) a reference to ‘month’ means calendar month;

 

  1. g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and

 

  1. h) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.

 

END OF TERMS AND CONDITIONS OF AGREEMENT FOR MEMBERS

 

CONTRACTOR SUPPLEMENT

  1. Member obligations

 

16.1 Where the Member has entered into a formal arrangement with a Company to provide services (“Company Services”), the Member must:

 

  1. a) have an ABN;

 

  1. b) if applicable, be registered for GST;

 

  1. c) comply with all applicable laws and regulations;

 

  1. d) comply with the terms of the agreement with the Company;

 

  1. e) unless otherwise agreed with the Company, supply its own equipment, plant and tools;

 

  1. f) take full responsibility for the testing and tagging of its own equipment;

 

  1. g) provide, maintain and keep in good order all of the necessary equipment that is reasonably necessary for the provision of the Company Services;

 

  1. h) conduct itself in a manner that does not bring Wyse Women Pty Ltd or the Company into disrepute;

 

  1. i) never be intoxicated or under the influence of illegal substances or substances that adversely affect the performance of the Company Services;

 

  1. j) immediately disclose any perceived or actual loss or damage arising out of the performance of the Company Services including the need to perform rectification work;

 

  1. k) adhere to the Company’s workplace health and safety standards and procedures as varied and notified by the Company to the Member from time to time;

 

  1. l) not knowingly do or permit anything to be done or omit to do anything which may cause a Company to breach its own work health and safety obligations;

 

  1. m) not improperly disclose or use any confidential information of the Company;

 

  1. n) possess all qualifications, skills, experience, permits, licences and registrations required to perform the Company Services (“Required Qualifications”);

 

  1. o) provide, upon request by  either Wyse Women Pty Ltd or the Company, evidence of the Required Qualifications;

 

  1. p) immediately notify Wyse Women Pty Ltd and the Company of any material variations made to the Required Qualifications;

 

  1. q) effect and maintain adequate insurance policies, including policies for professional indemnity, public liability and workers compensation, for the performance of the Company Services and any additional policies or higher standards as required by the Company (“Required Policies”) and provide, upon request by either Wyse Women Pty Ltd or the Company, certificates of currency of the Required Policies;

 

  1. r) not knowingly do or permit anything to be done or omit to do anything which may in any way invalidate or violate the conditions of any of the Required Policies, or increase or cause to be increased, the premiums payable; and

 

  1. s) ensure that Wyse Women Pty Ltd and the Company have agreed in writing prior to any advertising or marketing being undertaken by the Member which includes or associates Wyse Women Pty Ltd with the Member.

 

16.2 Where the Member’s officers, employees, agents or representatives are involved with the performance of the Services (“Member Personnel”), the Member must ensure that the Member Personnel, to the extent applicable, comply with each of the obligations in clause 16.1 as if bound as the Member.

 

  1. Payment

 

17.1 Members are required to agree:

 

  1. a) fees and charges; and

 

  1. b) invoice and payment terms, with the Company directly.

 

17.2 Members are responsible for invoicing the Company for the agreed fees and charges, and Wyse Women Pty Ltd will not:

 

  1. a) be liable for any of the Member’s invoices to a Company; or

 

  1. b) responsible for or be involved in recovering outstanding payments from a Company.

 

17.3 At the end of each calendar month, the Member must provide a statement to Wyse Women Pty Ltd detailing the invoices rendered for Company Services provided in that month.

 

17.4 If there is a dispute between the Member and Company in relation to the payment of invoices, the Member must provide Wyse Women Pty Ltd with regular updates in relation to the dispute.

 

  1. Further indemnity

 

18.1 In addition to the indemnity given under clause 7.5, the Member will at all times indemnify and keep indemnified Wyse Women Pty Ltd from and against any loss (including legal costs and expenses) or liability incurred by it or any of Those Indemnified arising from:

 

  1. a) any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of or in connection with (i) a breach of this Agreement by the Member or any of the Member Personnel, including a breach of its obligations in clause 16.1, or (ii) any wilful, unlawful or negligent act or omission of the Member or any of the Member Personnel in connection with the provision of the Company Services;

 

  1. b) any tax or statutory charge which may be levied or charged or which may fall due to be levied or paid in relation to any fees payable to the Member by any Company or for any other sum payable by Wyse Women Pty Ltd as a consequence of the performance or non-performance of the Member; and/or

 

  1. c) any tax deductions, leave entitlements or liabilities that the Australian Commissioner of Taxation or Fair Work Ombudsman may seek to recover from Those Indemnified in respect of all and any fees which a Company pays to the Member or which are otherwise owing to the Member’s Personnel.

 

18.2 The indemnities referred to in this clause will survive the expiration or termination of this Agreement.

 

END OF CONTRACTOR SUPPLEMENT

 

 

TERMS AND CONDITIONS FOR COMPANIES

  1. Commencement and term 1 This Agreement commences on the date of acceptance of these terms and may be terminated by either party at any time, in accordance with this Agreement.1.2 Upon acceptance:
    (a) Wyse Women Pty Ltd will commence providing the Services to the Company, from time to time; and
    (b) Wyse Women Pty Ltd and the Company will do all other things reasonably required to give effect to this Agreement.2. The Company and Wyse Women Pty Ltd’s obligations2.1 The Company will use all reasonable endeavours to:
    (a) co-operate with Wyse Women Pty Ltd as it reasonably requires; and
    (b) inform Wyse Women Pty Ltd of any matter which may affect or assist the delivery of the Services.2.2 The Company agrees to provide to Wyse Women Pty Ltd with current, complete and accurate information about itself, including information uploaded to the Web Facilities, and agrees to maintain and update this information in a timely manner and to ensure that such information is not misleading (including by omission) and is up to date at all times. The Company will remain solely responsible for such information. The Company must not provide any false or misleading information or information which may mislead or deceive Wyse Women Pty Ltd, its Members or any other party.2.3 The Company must:
    (a) if it wishes to cancel an interview with a Member, provide at least 24 hours’ notice to the Member/Wyse Women Pty Ltd;
    (b) notify Wyse Women Pty Ltd, in writing, if it has engaged a Member, as soon as practicable after the occurrence of the event; and
    (c) keep Wyse Women Pty Ltd informed as to the progress of engagement throughout the first 3 months of its engagement with a Member.

    2.4 For the sake of clarity, the term “engagement” means the employment, engagement or retainment of the Member as an employee (whether on a casual, permanent, fixed-term or other basis), a contractor, an advisor or in any other professional capacity, and “engaged” has a corresponding meaning.

    2.5 The Company must keep confidential the Confidential Information of a Member and may only disclose it to personnel of the Company who have a need to know (and only to the extent that each has a need to know) and are bound by obligations of confidentiality in relation to the Confidential Information.

    2.6 The Company must comply with all relevant laws, including those relating to work, health and safety.

    2.7 Wyse Women Pty Ltd will use all reasonable endeavours to:
    (a) provide the Services as required by the Company from time to time;
    (b) inform the Company of any matter which may affect or assist the delivery of the Services;
    (c) ensure that it does not provide any Members to the Company who do not have the requisite skill, training, expertise and experience to provide the Company Services;
    (d) act in good faith at all times towards the Company; and
    (e) comply with all relevant laws.

    2.8 Wyse Women Pty Ltd may, upon request by the Company, provide additional services (“Additional Services”) for an agreed fee (“Agreed Fee”). The Company must pay the Agreed Fee and any additional costs and expenses which are reasonably incurred by Wyse Women Pty Ltd in the provision of the Additional Services, in accordance with any agreed payment terms.

    2.9 Under no circumstances whatsoever will Wyse Women Pty Ltd be liable to the Company or to any other person or entity for the Company’s participation in, or use of, any Web Facilities. Wyse Women Pty Ltd has no responsibility to review or approve content uploaded to the Web Facilities by the Company. The Company is prohibited from adding any content that is unlawful, infringing or defamatory. The Company agrees to indemnify, defend and hold Wyse Women Pty Ltd, its 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 the content it provides to Wyse Women Pty Ltd including any content uploaded to any of the Web Facilities.

    2.10 The Company agrees to comply with the terms and conditions of use for Wyse Women Pty Ltd’s website, as amended and notified to the Company from time to time.

    3. Members engaged as employees

    3.1 Wyse Women Pty Ltd may provide the Company with Members who the Company can choose to engage with on an employment basis.

    3.2 Any formal offer of employment is to be made by the Company to the Member and not by Wyse Women Pty Ltd. However, a copy of the signed employment agreement must be provided to Wyse Women Pty Ltd as soon as reasonably practicable.

    3.3 The Company agrees to pay a placement fee to Wyse Women Pty Ltd for every Member who is employed by the Company (“Employee Placement Fee”) regardless of whether the Member is employed on a casual, part-time, full-time or fixed term basis.

    3.4 The Employee Placement Fee will be calculated as a percentage of the salary package negotiated with the successful Member. The “salary package” is the base salary plus superannuation. The Employment Placement Fee will be calculated at a rate of 15% of the total salary package

 

3.5 The Company must pay Wyse Women Pty Ltd the Employee Placement Fee where the Member is employed by the Company, a related body corporate or a third party who was introduced to the Member by the Company.

3.6 Wyse Women Pty Ltd will invoice the Company for the Employee Placement Fee as follows:
On the date on which the Member signs the employment contract with the Company, payable within 31 days

3.7 If a Member who is employed by the Company subsequently leaves the employment of the Company during the Trial Period for any reason other than structural redundancy, termination without cause or where there has been significant changes to the original job description provided at the time of hiring then Wyse Women Pty Ltd will endeavour to identify and appoint a replacement candidate for the same position and level as the original candidate. If the Company employs a new Member in the same role within 1 month after the effective termination date of the initial Member, in respect of the new Member, the Company will be entitled to a refund of 50% of the original employee placement fee.
3.8 The calculation of the Trial Period will not be interrupted by reason of the Member’s absence on periods of paid or unpaid leave which are authorised by the Company.

3.9 If the Company employs a Member on a casual, part-time, full-time or fixed term basis within 12 months of having interviewed the Member, the Company must pay the Employee Placement Fee to Wyse Women Pty Ltd in accordance with clause 3.6.

3.10 If the Company terminates the Member’s employment it must notify Wyse Women Pty Ltd by the end of the following Business Day.

3.11 If the Company terminates a Member’s employment within the Trial Period, then, within 12 months of the date of termination, the Company, a related body corporate or a third party who was introduced to the Member by the Company, engages the Member as a contractor, the Company must pay Wyse Women Pty Ltd the Contractor Placement Fees less the sum of any Employee Placement Fees already paid to Wyse Women Pty Ltd for the same Member. If the Employee Placement Fees previously paid to Wyse Women Pty Ltd are greater than the total Contractor Placement Fees payable for the same Member, no additional fees are payable and the Company is not entitled to a refund of the difference.

 

3.12 If the Company extends their contract with a Member further than the original timeframe Wyse Women Pty Ltd are eligible to receive the 15% Employment Placement Fee on the additional salary package in accordance with clause 3.4

4. Members engaged as contractors

4.1 Wyse Women Pty Ltd may provide the Company with Members who the Company can choose to engage with on an independent contractor basis.

4.2 Any arrangements for the provision of Company Services are to be agreed between the Company and Member (and not by Wyse Women Pty Ltd) and set out in writing. However, a copy of the signed services agreement (Services Agreement) must be provided by the Company to Wyse Women Pty Ltd as soon as reasonably practicable.

4.3 The Company will be solely responsible for all fees payable to the Member under the Services Agreement. The Company will, within thirty days of receipt of an invoice from the Member for the Company Services provided (“Company Services Invoice”) provide Wyse Women Pty Ltd with a copy of the same.

4.4 The Company agrees to pay Wyse Women Pty Ltd a fee in consideration for every Member that enters into a Services Agreement with it (“Contractor Placement Fee”).

4.5 The Contractor Placement Fee will Company under the Services Agreement.

4.6 If the Company, for whatever reason, wishes to terminate the Services Agreement prior to the expiry of any agreed term, the Company must:
(a) notify Wyse Women Pty Ltd in writing no less than seven days before the effective termination date; and
(b) provide Wyse Women Pty Ltd with a copy of the Member’s final Company Services Invoice within seven days of receipt.

4.7 If the Company terminates an engagement with a Member, then, within 12 months of the date of the end of that engagement, the Company, a related body corporate or a third party who was introduced to the Member by the Company, employs the Member, the Company must pay Wyse Women Pty Ltd an Employee Placement Fee less the sum of any Contractor Placement Fees already paid to Wyse Women Pty Ltd for the same Member. If the total Contractor Placement Fees previously paid to Wyse Women Pty Ltd is greater than the Employment Placement Fee payable for the same Member, no additional fees are payable and the Company is not entitled to a refund of the difference.

5. Payment

5.1 In consideration of the provision of the Services, the Company will pay to Wyse Women Pty Ltd the Employee Placement Fees and/or Contractor Placement Fees.

5.2 Wyse Women Pty Ltd’s invoice and payment terms are set out in clauses 3 and 4 (whichever is applicable).

5.3 If the Company does not make payment of an invoice by the due date, Wyse Women Pty Ltd is entitled to do any or all of the following:
(a) charge interest of 5% per annum of the amount which is overdue every week the amount remains unpaid;
(b) require the Company to pay, in advance, for any Services (or any part of the Services) which have not yet been performed;
(c) suspend or not perform any further Services (or any part of the Services); and/or
(d) terminate this Agreement with immediate effect.

6. Intellectual Property

6.1 The Company acknowledges and agrees that Wyse Women Pty Ltd (or its associated persons or licensors) owns all Intellectual Property Rights in all content created by Wyse Women Pty Ltd in connection with the Services, including the Web Facilities, that now exists or that later comes into existence (“Wyse Women Pty Ltd’s Intellectual Property”).

6.2 The Company must not copy, alter, reproduce or modify or in any other way interfere with Wyse Women Pty Ltd’s Intellectual Property.

6.3 Title in any modifications to Wyse Women Pty Ltd’s Intellectual Property (whether or not permitted by this Agreement or Wyse Women Pty Ltd) immediately vest in Wyse Women Pty Ltd and the Company must execute all documents required by Wyse Women Pty Ltd to assign such title and interest to Wyse Women Pty Ltd as and when required by Wyse Women Pty Ltd.

6.4 The Company agrees that any written materials provided to it in connection to the Services form part of Wyse Women Pty Ltd’s Intellectual Property, are for its own use and it may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Wyse Women Pty Ltd, except to its regulators and professional advisors on an as needed basis.

6.5 The Company agrees to indemnify Wyse Women Pty Ltd fully against all liabilities, costs and expenses which Wyse Women Pty Ltd may incur as a result of any breach of this clause 6 by the Company or the Company’s personnel as if such personnel were bound by this clause 6 as the Company.

6.6 The obligations accepted by the Company under clause 6 survive termination or expiry of this Agreement.

7. Warranties by the Company

7.1 The Company warrants that:
(a) it will only use and disclose a Member’s personal information for purposes related to the Services, and will otherwise handle such personal information in accordance with the requirements of the Privacy Act 1988 (Cth), including the Australian Privacy Principles;
(b) it will adhere to equal employment opportunity principles in the engagement of a Member;
(c) no Member will be required to perform Company Services which are not covered under the Services Agreement;
(d) no Member will be required to perform intern, unpaid or trial work;
(e) all Members will be properly remunerated at all times during their engagement with the Company;
(f) the Company, or any principal of the business of the Company, has not been found in breach of any applicable workplace, health and safety laws, and is not awaiting the outcome of any proceedings involving any alleged breach of applicable workplace, health and safety laws;
(g) where a Member is engaged as an employee, the Company will be solely liable for the costs of employing the Member, including wages, leave entitlements, superannuation, and insurances; and
(h) where a Member is engaged as a contractor, the Company will be solely liable for the costs of engaging the Contractor, including fees, charges and superannuation.

7.2 The Company warrants that it will not, at any time, use the Services or perform its obligations under this Agreement in violation of a law or in violation of its obligations to third parties.

8. Scope of Liability

8.1 Wyse Women Pty Ltd gives no warranty (whether implied or statutory) in respect of any Member introduced, and accepts no liability for:
(a) any failure of a Member to perform or to comply with his/her terms of engagement; or
(b) any loss, expense, damage or delay howsoever arising from the introduction of the Member to the Company or from his/her engagement with the Company,
and any of these occurrences are not a breach of Wyse Women Pty Ltd’s obligations to perform the Services.

8.2 The Company acknowledges and agrees that whilst Wyse Women Pty Ltd contractually requires the Members to provide current, complete and accurate information, Wyse Women Pty Ltd does not, and it is not part of the Services to, verify the Member Information and gives no warranty that the Member Information will be current, complete and accurate and disclaims all liability for any misrepresentation by a Member or a Member’s misleading or deceptive conduct. It is the responsibility of the Company to:
(a) conduct interviews with the Members;
(b) perform reference checks;
(c) take such steps to verify the Member Information that the Company considers appropriate; and
(d) make its own assessment as to whether a Member is appropriate for a particular engagement.

9. Any dispute between the Member and the Company must be resolved between the Member and the Company, and Wyse Women Pty Ltd will not be a party to any such dispute.

9.1 The Company will at all times indemnify and keep indemnified Wyse Women Pty Ltd from and against any loss (including legal costs and expenses) or liability incurred by it or any of its related bodies corporate and their officers, employees and agents (referred to as “Those Indemnified”) arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of or in connection with a breach of this Agreement by the Company.

10. Confidentiality

10.1 The parties acknowledge that each party and their respective employees or agents, may be given access to the other party’s Confidential Information in the course of performing this Agreement.

10.2 The Company will keep Wyse Women Pty Ltd’s Confidential Information confidential and will not disclose it to any third party or use it other than:
(a) for the purposes of this Agreement;
(b) as authorised in writing by Wyse Women Pty Ltd;
(c) as required by any law, judicial body or governmental agency; or
(d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

10.3 Wyse Women Pty Ltd will keep the Company’s Confidential Information confidential and will not disclose it to any third party or use it other than:
(a) for the purposes of, or as authorised by, this Agreement;
(b) for the purposes of performing the Services, including publishing the Confidential Information on any websites or portals of Wyse Women Pty Ltd or third party websites or portals for the purpose of enabling the Services to be appropriately provided to the Company;
(c) as required by any law, judicial body or governmental agency; or
(d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

10.4 The parties will not copy any document containing the other party’s Confidential Information except as necessary to perform the Services or as is required by this Agreement.

10.5 On termination of this Agreement, each party will return to the other party, permanently delete or destroy, (at the other party’s election and absolute discretion) all documents or copies of documents containing information which at the date of termination is or is derived from the other party’s Confidential Information.

10.6 Each party will ensure that its employees, agents, contractors and other persons within its control comply with this clause 10 as if named as that party and bound hereto.

11. Term and Termination of Agreement

11.1 Either party may terminate this Agreement by giving one months’ written notice to the other.

11.2 Termination of this Agreement does not relieve the Company of its obligation to pay Wyse Women Pty Ltd in respect of Services performed before termination.
11.3 If a party is in breach of this Agreement (“Breaching Party”), the other party (“Non-Breaching Party”) may give the Breaching Party a notice specifying the breach (“Breach Notice”) and requiring the Breaching Party to rectify the breach within ten Business Days of the Breach Notice. If the breach specified in a Breach Notice is not remedied within ten Business Days, the Non-Breaching Party may immediately terminate this Agreement by providing notice in writing to the Breaching Party.

11.4 A party (“Non-Defaulting Party”) may immediately terminate this Agreement by notice in writing to the other party (“Defaulting Party”) if any of the following events occur:
(a) the Defaulting Party ceases to (or is unable to) pay its creditors (or any class of them) in the ordinary course of business, or announces its intention to cease paying;
(b) a receiver, receiver and manager, administrator, liquidator or similar officer is appointed to the Defaulting Party or its assets;
(c) the Defaulting Party enters into, or resolves to enter into, a scheme of arrangement, compromise or composition with any class of creditors;
(d) a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of the Defaulting Party;
(e) anything having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction; or
(f) the making by the Defaulting Party of an assignment or attempted assignment of its assets for the benefit of its creditors.
11.5 The termination of this Agreement is without prejudice to any rights which have accrued to a party before the date of termination.

11.6 Wyse Women Pty Ltd reserves its right to terminate this agreement at any time by notice in writing to the Company, with immediate effect, should it form the view that the Company or any of its personnel has acted inappropriately towards a Member of Wyse Women Pty Ltd. For the sake of clarity, “acted inappropriately” includes conduct that is considered by Wyse Women Pty Ltd to be of a discriminatory, bullying and/or harassing nature.

  1. GST12.1 If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable:
    (a) the Recipient must pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply; and
    (b) the Supplier must give the Recipient a Tax Invoice for the Supply.12.2 For clarity, the GST payable under this clause 12 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.13. Relationship of Parties13.1 This Agreement does not create any partnership, joint venture or agency relationship between the parties.13.2 The parties may not enter into any agreements or incur any liabilities on behalf of the other party without the other party’s prior written consent and may not represent to any person that it has any authority to do so.14. Restraint and Conflicts

    14.1 Pursuant to the terms of this Agreement, the Company agrees that so long as:
    (a) it is registered with Wyse Women Pty Ltd (and for 12 months after any such registration ceases); and/or
    (b) it or its related body corporate engages a Member introduced to the Company by Wyse Women Pty Ltd (including by providing Member Information to the Company, enabling the Company to identify a Member or otherwise causing a Member to be introduced), it will not, and must procure that its related bodies corporate do not, offer to employ, engage, solicit, induce, entice, or otherwise enter or attempt to enter into a contract (directly or indirectly) with a Member for the performance of services (whether employment, contractor, advisory or otherwise) in any way other than through the Wyse Women Pty Ltd, unless it pays Wyse Women Pty Ltd the fees that would have otherwise been applicable to that engagement as described in this Agreement. This clause 14.1 applies whether or not the Company knew the Member prior to use of the Services.

    14.2 The Company agrees and promises that it will not knowingly or recklessly use the Services to access Members who are or were engaged by a direct competitor of the Company or the Company’s Companies for the purpose of soliciting information, including confidential information, trade secrets, intellectual property and/or non-public information, of that direct competitor.

    15. Notices

    15.1 Notices given under this Agreement must be in writing, signed by the party giving the notice and addressed to the “Notice Address” of the person to whom it is to be given (“Notice”).

    15.2 The “Notice Address” of Wyse Women Pty Ltd is sarah@wysewomen.com.au. The Notice Address of the Company is the address and email provided by the Company upon registration for the Services, as updated by the Company via the Web Facilities from time to time.

    15.3 Notices must either be delivered by hand, posted by pre-paid security or certified mail, or transmitted by email, to the Notice Address of the person receiving the Notice.
    15.4 A Notice given to a person in accordance with this Agreement is deemed to have been given and received if:
    (a) delivered, on the day of delivery if delivered before 5:00 pm on a Business Day, otherwise on the next Business Day;
    (b) posted by pre-paid security mail or certified mail, on the second day after the day on which the Notice was accepted by the post office from the party sending the Notice; or
    (c) transmitted by email, upon receipt by the recipient email server (even if received or categorised or filtered as unwanted email or spam), unless the sender receives an automated notice that delivery has failed.

    16. Force Majeure

    If Wyse Women Pty Ltd is prevented from or delayed in the performance of this Agreement by an act of God or by or in consequence of war, riot, civil commotion or military or usurped power by any strike, lock-out, stoppage, accident, fog or storm, Wyse Women Pty Ltd is not liable to the Company for failure to perform its obligations under this Agreement and time for performance of Wyse Women Pty Ltd’s obligations will be extended accordingly.

    17. General Provisions Amendments

    17.1 Wyse Women Pty Ltd may modify the terms and condition of this Agreement from time to time by posting the modification(s) or updating these terms and conditions on its Web Facilities or by emailing the Company. Unless otherwise specified when posted or emailed, all modifications will be effective upon posting or emailing. If the Company does not agree to any modification(s), the only recourse available is to terminate their use of the Services within seven days of the modification(s).

    17.2 If the Company terminates its use of the Services due to any modification, the Company will be released from the non-solicitation in clause 14.1.
    17.3 If the Company continues to participate in receiving the Services under this Agreement after any modification becomes effective, then subject to clause 17.2 such participation will constitute acceptance of such modification.

    Entire Agreement

    17.4 This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties. To the extent permitted by law, any statement, representation or promise made in any negotiation or discussion has no effect except to the extent expressly set out or incorporated by reference in this Agreement.

    Further assurances

    17.5 Each party to this Agreement must do all things and sign, execute and deliver all deeds and other documents as may be legally necessary or reasonably required of it by Notice from another party to carry out and give effect to the terms and intentions of this Agreement and to perfect, protect and preserve the rights of the other parties to this Agreement.

    Governing law and jurisdiction

    17.6 This Agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts and the courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.

    Warranty of authority

    17.7 Each person signing this Agreement as an Authorised Representative, agent or trustee of a party, warrants to the other parties that, as at the date of signing, the signatory has full authority to execute this Agreement on behalf of that party.

    No merger

    17.8 The rights and obligations of the parties under this document do not merge on completion of any transaction contemplated by this Agreement.

    No waiver

    17.9 The failure of a party to require full or partial performance of a provision of this Agreement does not affect the right of that party to require performance subsequently.

    17.10 A single or partial exercise of or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

    17.11 A right under this Agreement may only be waived in writing signed by the party granting the waiver and is effective only to the extent specifically set out in that waiver.

    Severability

    17.12 If the whole or part of a provision of this Agreement is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

18.Definitions and interpretation

18.1 The meanings of the terms used in this document are set out below.

Term Meaning
Agreement means this Agreement, (including the recitals, quotes, package information and any schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing.
Authorised Representative means: (a) in respect of a party which is a corporation: (i) a company secretary or director or any officer of the corporation whose title or office includes the words “manager” or “director”; (ii) a person acting with the title or in the office of manager or director; or (iii) a duly constituted attorney of the corporation; and (b) in respect of each party, a lawyer of that party or a person nominated by Notice to the other party as an authorised representative.
Wyse Women Pty Ltd means Wyse Women Pty Ltd (ABN 45 615 819 942)
Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
Member means a person who uses the Services for the purpose of obtaining an engagement with a Company.
Member Information means information regarding the Member including information regarding their skills and qualifications, previous employment/experience, references, resume, criminal history and any other information relevant to the Member that Wyse Women Pty Ltd deems relevant to the provision of the Services.
Company means the party entering into this Agreement with Wyse Women Pty Ltd for the provision of the Services.
Company Services means the services to be provided by a Member as requested by the Company.
Confidential Information means all trade secrets, ideas, know-how, concepts and information whether in writing or otherwise relating in any way to that party’s affairs, including: (a) in relation to both parties: (i) affairs or businesses, sales, marketing or promotional information; (ii) the Member Information; (iii) the terms of this Agreement; and (b) in relation to Wyse Women Pty Ltd: (i) the Services; and (ii) Intellectual Property Rights, but does not include information that is, or becomes part of, the public domain otherwise than by breach of this Agreement by either party, is lawfully obtained by either party from another person without any restriction as to use and disclosure, or was in the party’s possession prior to disclosure of it by the other party.
GST has the meaning given to that term in the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended.
Intellectual Property Rights means any and all registered and unregistered present and future intellectual and industrial proprietary rights throughout the world including rights in respect of or in connection with: (a) any Confidential Information; (b) copyright; (c) inventions (including patents); (d) trade marks or service marks; and (e) designs; and includes any right to apply for the registration of such rights and includes all renewals and extensions
Recipient has the meaning given to that term in the GST Act.
Services means the practice of supplying Member Information to the Company, as agreed from time to time, with the view of the Company engaging the Member. The Services do not extend to the provision of any advice about the terms and conditions of engagement between the Company and Member.
Supplier means the entity making the Supply.
Supply has the meaning given to that term in the GST Act.
Tax Invoice has the meaning given to that term in the GST Act.
Taxable Supply has the meaning given to that term in the GST Act.
Trial Period a)       where the employment contract exceeds 6 months this means 3 months from the date on which the Member commences employment with the Company

b)      Where the employment contract is less than 6 months this means 4 weeks from the date on which the Member commences employment with the Company

Web Facilities means any webpages/websites, portals, online hubs and any other like web based platforms of Wyse Women Pty Ltd.

18.2 In this Agreement:

(a) a singular word includes the plural and vice versa;
(b) a word which suggests one gender includes the other gender;
(c) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this Agreement and references to this Agreement includes any schedules or annexures;
(d) a reference to a party to this Agreement or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;
(e) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(f) a reference to a document or agreement (including a reference to this Agreement) is to that document or agreement as amended, supplemented, varied or replaced;
(g) a reference to ‘month’ means calendar month;
(h)the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and
(i) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it.

18.3 If the day on which any act, matter or thing is to be done under or pursuant to this Agreement is not a Business Day, that act, matter or thing:
(a)if it involves a payment other than a payment which is due on demand, must be done on the preceding Business Day; and
(b)in all other cases, must be done no later than the next Business Day.