1. These terms apply between FlexCareers Pty Ltd (ACN 603 858 706) (FlexCareers or us) and the party that applies to be a Freelance Coach on the FlexHub platform for personnel of FlexCareers’ corporate clients (the FlexHub Platform) (you). By activating your account and logging in, you agree to enter an agreement with FlexCareers on these terms (the agreement).

Eligibility

2. To be eligible to be a Freelance Coach on the FlexHub Platform, you must:

a. be an experienced coach, with the requisite levels of qualifications and training in each of the areas of expertise that You apply for;

b. be 18 years or over, not be subject to any corporate insolvency event or individual bankruptcy event, not be subject to any ongoing criminal proceedings or have any criminal convictions that would make your appointment as a FlexHub Coach unsuitable, in our sole discretion; and

c. fully complete the application process, uploading all required information, a photo of You and supporting documents required in the application process.

Your application

3. We will have sole discretion to accept, reject or place your application on hold for a period of time. We may require you to edit your application where we consider it necessary before accepting it. We may require you to obtain additional coaching certifications before accepting your application, or as a condition of your continued promotion on the FlexHub Platform.

4. If your application is accepted, we will give you access to upload your own information you have given in your application (as approved by us) to the FlexHub Platform. We will host your bio page on the FlexHub Platform and may promote your bio page and those of our other Coaches to our corporate clients, using any media channels, as we consider appropriate.

Fees

5. Currently, there is no fee for our providing access to the FlexHub Platform to you and hosting or promoting your bio page. We may, at our discretion, choose to instate a subscription fee at any time in the future by giving you written notice. If you do not agree to the subscription fee, then you may terminate this agreement on 20 business days’ notice, in which case the fee will not apply during the termination period.

Order process

6. If you are selected to coach the personnel of one of our corporate clients through the FlexHub program, you will be notified via email through the FlexHub Platform. You should then promptly log into the FlexHub Platform to accept or decline the request. We ask you to do this within 2 business hours where possible. You acknowledge that a personnel member may select another coach if they do not receive a prompt response. A personnel member can propose 3 date/time slots for the initial session and we ask you to make every effort to accommodate one of the requested date/time slots. You will report to us promptly if the personnel member or corporate client cancels the coaching or if any quality or other issues are raised with you.

7. We will pay you monthly in arrears for all sessions marked as complete in the FlexHub Platform, at the rate stipulated when you accepted the request. If you charge GST, you must provide your ABN and warrant that you are validly registered for GST. All amounts payable under this agreement are inclusive of GST. Where a taxable supply is made under this agreement, the party making that supply must provide a tax invoice to the recipient of that supply and the recipient of that supply must pay the applicable GST to the party making that supply at the same time as paying the consideration for that supply.

8. You are solely responsible for ensuring your account details are correct and accurate. Flex Careers does not accept liability for issues arising from your provision of incorrect details, such as incorrect contact or incorrect payment information. If we incur an expense due to your provision of incorrect payment information, we may seek reimbursement for that expense.

9. We reserve the right to withhold payment should the corporate client or personnel member not be satisfied with the freelance coaching services you provide.

The FlexHub Platform

10. We will endeavour to maintain the FlexHub Platform on the Internet at all times (except for periodic planned maintenance), but given the inherent nature of the Internet, we give no guarantee, warranty or other promise regarding the uptime or performance of the FlexHub Platform. To the fullest extent permitted by law, we exclude all direct or indirect liability, including in negligence, in relation to your use of or reliance on the FlexHub Platform, and exclude all terms, representations and warranties which might be implied. Where any non-excludable terms, warranties or guarantees under the Australian Consumer Law or otherwise apply to our website or service, then our liability is limited, to the extent permitted by law, to supplying the service again or, if applicable, providing a refund, at our option.

11. We may promote your bio page through the FlexHub Platform to our corporate clients and their personnel, in a manner we consider appropriate, but we give no guarantee, warranty or other promise about the amount of new business or repeat business you will receive through the FlexHub Platform, particularly given you may be in competition with other Coaches on the FlexHub Platform, because your success will depend on your bio, which is created using the information you have provided, and because your success will depend on your own skills and effort and the personal circumstances of the personnel member.

12. You must comply with any reasonable policies, procedures and directions of FlexCareers in relation to how you represent FlexCareers and the FlexHub brand.

13. Once a personnel member of a FlexCareers corporate client from the FlexHub Platform has chosen you, you will manage the relationship directly with the personnel member. It will be your sole responsibility to manage and fulfil that relationship, excluding payment. You are responsible for obtaining and maintaining your own business insurance including professional indemnity and workers’ compensation insurance as appropriate to your business. FlexCareers does not check the background of coaching clients.

14. The FlexHub Platform will give each coaching client who uses your coaching services the opportunity to rate you as a Freelance Coach and leave comments for other potential customers who access the FlexHub Platform to see. We are not the author or publisher of these ratings or comments, and you agree we are not in any way responsible to you in connection with any of those ratings or comments. If you feel aggrieved by any comment or rating made about you on the FlexHub Platform, then you must inform FlexCareers and provide supporting reasons for your grievance. Where we consider it appropriate, we may remove any ratings or comments that are defamatory or untrue, in our sole discretion.

Your warranties & obligations

15. You warrant and represent to us, at the time your application is made and on each day your bio is available on the FlexHub Platform, that:

a. you have read and understood and accepted this agreement and had the opportunity to seek your own independent legal advice on the nature and effect of this agreement;

b. the information you have provided to us is true and accurate and is not misleading or deceptive in any respect;

c. you are not subject to any corporate insolvency event or individual bankruptcy event; and

d. you are not subject to any criminal proceedings and do not have any criminal convictions.

16. As a Freelance Coach, you must, at all times:

a. provide professional advice and support to the coaching client in a timely manner to assist the coaching client to achieve their needs and goals;

b. treat coaching clients and FlexCareers staff with respect and courtesy;

c. communicate professionally, openly and in a timely manner with the coaching client and with FlexCareers staff;

d. protect the privacy and confidential information of the coaching client, the corporate customer and of FlexCareers;

e. not bring FlexCareers, or any of our officers or staff or any other Freelance Coach on the FlexHub Platform, into disrepute;

f. follow any reasonable direction made by us or on our behalf regarding your Freelance Coach role on the FlexHub Platform; and

g. comply with all applicable laws relating to the provision of your coaching services.

17. You may provide a draft blog you wish us to publish, either on our blog, on the FlexHub platform, or both. The blog material should adhere to any topic request made by us and be of a sufficient professional standard to be published on any online property owned by us. The blog material must also adhere to guidelines issued by us from time to time. We may reject a draft blog or require it to be edited, in our sole discretion. You warrant that any material you submit to us, including bio and blog material, does not infringe the intellectual property rights of any third party, and is not offensive, illegal, defamatory, discriminatory, inaccurate or misleading.

18. You grant us a non-exclusive, perpetual, irrevocable, royalty and fee free, worldwide licence to use, reproduce, modify, develop and otherwise exploit the intellectual property rights in any bio and blog material you provide. We agree to attribute you as the author of any blog material that is published on the FlexHub Platform, but you otherwise consent to the infringement of any moral rights that you have in the blog material you supply.

19. You agree to indemnify and keep indemnified FlexCareers, its officers, employees, contractors and agents against any and all losses, expenses and damages, liabilities and costs (including legal costs on a solicitor-client basis) sustained or incurred by FlexCareers, arising as a consequence of or in connection with:

a. any information or material you provide FlexCareers under this agreement;

b. any breach of the intellectual property rights of any third party arising from any material that you submit to the FlexHub Platform or otherwise provide to FlexCareers;

c. your role, your acts and your omissions as a Freelance Coach on FlexHub and any claim arising from your engagement with the coaching client; and

d. any breach of this agreement by you.

Termination

20. This agreement can be terminated:

a. by us on written notice to you, if you breach any provision of this agreement and that breach is either not capable of being remedied or is capable of remedy and is not remedied by you within 5 business days of a written notice from us;

b. by either party on written notice, if the other party commits or becomes subject to an insolvency event or bankruptcy; and

c. by either party providing the other party with written notice of at least 20 business days.

21. On termination of this agreement:

a. we will remove your bio page from the FlexHub Platform;

b. your access to the FlexHub Platform will end;

c. your right to coach a coaching client provided under the FlexHub Platform will end, and you undertake not to continue to coach that client without our prior written consent;

d. we will promptly pay you any amounts due to you for coaching services, and any amounts that have accrued and not been paid by you to us under this agreement by the date of termination must be paid by you to us within 3 business days of the date of termination;

e. any accrued rights of a party prior to termination will remain enforceable against the other party;

f. all obligations that have yet to be performed under this agreement by a party will end, except those obligations which by their nature survive termination;

g. to the extent permitted by law, you will not be entitled to any compensation or other damages for the loss of your rights under this agreement, including the remainder of any annual subscription fee.

Confidentiality & information

22. You must keep our confidential information, and that of our corporate clients and their personnel, confidential, and not disclose it to any other person or use it for any purpose other than the performance of this agreement, except as required by law or as permitted under this agreement or with the disclosing party’s prior written consent. “Confidential information” of Flex Careers includes all of FlexCareers’ personnel, customer and financial information, business and strategic plans, Coaching Content and Coaching Plans, and any other information which is marked or identified by FlexCareers as confidential, or which you are or ought reasonably to be aware is confidential. This obligation survives termination for a period of 5 years from the date of disclosure of the confidential information.

23. You must also respect the privacy of the personnel of our corporate clients, including personal information that they share with you in the coaching process. You must not disclose this information or use it for any other purpose.

General

24. When FlexCareers sends you a notice under this agreement, we will send it to the email address you provide when you submit your application. When you send us a notice, you must send it to info@flexcareers.com.au

25. During the term of this agreement and for 6 months after the end of this agreement, within the state where you operate according to your application, you must not solicit or entice away any customers (including corporate clients introduced to you through the FlexHub Platform), suppliers (including other coaches) or employees of FlexCareers, or assist others to do so.

26. From time to time FlexCareers may provide you with content, programs and other material (FlexCareers material) to deliver to customers. You acknowledge that you do not obtain any intellectual property rights in this FlexCareers material. You indemnify and must keep indemnified FlexCareers, its officers and staff against any infringement by you of the intellectual property rights in this FlexCareers material.

27. You cannot transfer any of your rights, remedies, liabilities or obligations arising under this agreement to a third party without our prior written consent.

28. This agreement replaces any previous agreements between the parties. Each party agrees this agreement is the entire agreement and that no further terms will apply between the parties, including your procurement terms, purchase order or other terms of business. You waive any right to claim any such other terms will apply between the parties.

29. This agreement is governed by and must be construed in accordance with the laws of New South Wales and each party submits to the courts having jurisdiction in New South Wales and courts of appeal from them, on a non-exclusive basis.

30. In this agreement, reference to a person refers to a natural person or any entity, body, trust or government agency recognised by law; any reference to a party to this agreement, includes its successors and permitted assigns; any reference to a business day is a day that is not a Saturday, Sunday or public holiday in New South Wales; any reference to any agreement or document includes that agreement or document as amended at any time; indemnities are continuing obligations and it is not necessary for a party to make any payment before enforcing an indemnity; if any provision of this agreement is unenforceable it will be read down to the extent necessary to give effect to it, or severed without affecting the enforceability of the other provisions of this agreement; and the use of the word including is not to be taken as limiting the meaning of the words preceding it.