1.1 Thank you for visiting www.rolespot.com (the “Website”), an online platform that facilitates interactions between:
(a) businesses who are seeking to engage workers (the “Clients”); and
(b) any employees, agents, contractors and/or sub-contractors of Role Spot (the “Candidates”).
(collectively referred to as the “Services”)
1.2 The Website is operated by Heaton Rail Pty Ltd trading as Role Spot (ABN 92 615 361 218) (“Role Spot”). Access to and use of the Website, or any of its associated products and/or services, is provided by Role Spot. Please read the terms and conditions (the “Terms”) carefully. The Terms consist of the following parts:
(a) Part A – Client Terms, which apply to all the Clients;
(b) Part B – Candidate Terms, which apply to all the Candidates, comprised of:
(i) the Candidates who have selected the option to be engaged as an employee of Role Spot (the “Employees”); and
(ii) the Candidates who have selected the option to be engaged as an independent contractor of Role Spot (the “Contractors”);
(c) Part C – Candidate’s Employment Terms, which only apply to the Employees;
(d) Part D – Candidate’s Independent Contractor Terms, which only apply to the Contractors; and
(e) Part E – General Terms, which apply to both the Clients and the Candidates.
1.3 By using, browsing and/or signing up for use of the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website immediately.
1.4 Role Spot reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Role Spot updates the Terms, it will use reasonable endeavours to provide you with notice of the same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2.1 In order to access the Services, you are required to register for an account with Role Spot (the “Account”).
2.2 As part of the registration process, or as part of your continued use of the Services, you will be required to provide personal information about yourself (such as identification or contact details). You will also be requested to provide Role Spot with:
(a) a designated user to act as the administrator/contact for the Account (where applicable);
(b) an email address and/or preferred username; and
2.3 You agree that any registration information you give to Role Spot will always be accurate, complete and up to date.
2.4 Once you have completed the registration process you will be a registered member (the “Member”) and agree to be bound by the Terms.
2.5 You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Role Spot; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
2.6 By registering for the Account or using the Services, you represent and warrant to Role Spot that:
(a) you have reached the legal age in your jurisdiction;
(b) you have the right, authority and capacity to agree to and abide by the Terms;
(c) if you are registering with Role Spot or using the Services on behalf of a business, that business is taken to have accepted the Terms and you are taken to have been duly authorised to bind the business; and
(d) you will use the Website in a manner consistent with any and all applicable laws, regulations and all other Role Spot’s terms and conditions.
3.1 You acknowledge and agree that in light of the nature of the Services, Role Spot may verify your identity and/or any other information that Role Spot reasonably believes would increase the risk associated with the provision of the Services. Accordingly, you consent and authorise Role Spot to obtain such information.
3.2 You warrant that where Role Spot advises you in writing that they require further verification of the information that Role Spot reasonably believes would increase the level of risk associated with your use of the Services, then you will make all reasonable endeavours to comply with this request within seven (7) days of receipt of the same.
3.3 You warrant that any information that you provide pursuant to this clause will be true and correct to the best of your knowledge and belief. Failure to comply with this clause will warrant an immediate termination of your Account.
4.2 Role Spot may disclose that information to third parties that help it deliver its services (including information technology suppliers, communication suppliers and our business partners) or as required by law. If you do not provide this information, Role Spot may not be able to provide all of its Services to you. Role Spot may also disclose your personal information to recipients that are located outside of Australia.
5.1 As a Member, you agree to comply with the following:
(a) not to share your profile with any other person;
(b) use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(c) you have sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(d) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Role Spot of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(e) you must not expressly or impliedly impersonate another Member or use the profile or password of another Member at any time;
(f) you agree not to harass, impersonate, stalk, threaten another Member of the Website;
(g) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of accessing the Services;
(h) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(i) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of the Services. Appropriate legal action will be taken by Role Spot for any illegal or unauthorised use of the Website; and
(j) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
6.1 The Website provides the Clients with the opportunity to:
(a) post and manage their assignments (including identifying the time frames, duties, hours of work and opportunities presented to the Candidates) (the “Assignments”);
(b) view the profiles of the Candidates that may be suitable for the Assignments;
(c) contact the Candidates who may be suitable for the Assignments;
(d) engage the Candidates to perform the Assignments for an agreed per hour or per day rate, inclusive of stated Role Spot’s fees (the “Fees”).
7.1 In consideration for Role Spot providing the Services, the Clients agree to pay Role Spot the Fees.
7.2 Role Spot will issue invoices to the Clients for services performed by the Candidates at 7-day intervals in accordance with Role Spot’s pay cycles.
7.3 The Clients must pay Role Spot the full amount of the invoice (plus applicable GST) within 14 days from the date of invoice without any deduction or set off whatsoever.
7.4 Role Spot may adjust the Fees by notice to the Clients as a result of any amendments to statutory or legislative requirements (including the modern awards, registered agreements, the Superannuation Guarantee Levy and Payroll Tax) affecting the Candidates in which case Role Spot may recover from the Clients a sum proportionate to the rate of increase from the effective date of that change.
8.1 The Clients agree to pay 2% plus the Cash Rate Target set by the Reserve Bank of Australia (“Interest”) on amounts which remain unpaid after 21 days from the date of the tax invoice.
8.2 Further, if the Clients do not pay any amounts owing to Role Spot, the Clients will be liable to make the payment immediately. In the event the amounts remain unpaid after 28 days from the date of the tax invoice, Role Spot may proceed to recover the debt from the Clients without further notice. If Role Spot initiates debt recovery action against the Clients, the Clients acknowledge and agree that they will be and remain liable for all debt collection costs which includes any legal costs (on an indemnity basis), collection agency costs and any other expenses or disbursements. The Clients will also be liable to pay the Interest and any administration fee on the outstanding debt and Role Spot may report the Clients to a credit reporting agency.
8.3 Role Spot reserves the right to terminate or suspend the Clients’ access to the Website and provision of the Services and Candidates in the event that the Clients fail to pay any payment owing pursuant to the Terms from time to time.
9.1 Role Spot and a Client may at any time during an Assignment amend, add to or otherwise vary the scope of the Assignment by mutual agreement. Role Spot will be entitled to additional remuneration if the variation requires additional Candidates, relocation of Candidates or additional travel expense for Candidates, additional training or any other reasonably incurred expense or disbursement on the part of Role Spot. Role Spot must promptly notify the Client of all applicable rates or fees relating to the variation.
10.1 The Clients must provide Role Spot with at least 3 days’ written notice of cancellation or postponement of Assignments that have not yet commenced to enable the Candidates to be gainfully deployed elsewhere. If the Clients do not provide this notice as required, then the Clients shall pay a cancellation fee equivalent to 3 days’ notice period, calculated based upon the rates applicable to the relevant Assignments.
11.1 Upon engagement of the Candidates by the Clients, Role Spot is entitled to the Fees irrespective of whether the Candidates completes the Assignments to a satisfactory standard or even if the Clients are unable to utilise the Candidates for any reason.
11.2 If, for whatever reason, the Clients are unsatisfied with the Services or believe the Clients may be entitled to a refund with respect to the Fees paid by them, then the Clients should contact Role Spot by sending an email to firstname.lastname@example.org outlining why they believe they are entitled to a refund of the Fees so Role Spot is able to determine if this should occur. Any refunds granted will be at Role Spot’s absolute discretion.
12.1 Neither Role Spot, nor the Candidates, are the Clients’ employees, partners, agents, joint venturers, or franchisees.
12.2 Neither Role Spot, nor the Candidates, have any right or authority to:
(a) bind the Clients;
(b) assume or create any obligations for, or on behalf of, the Clients; or
(c) make any representations or warranties for, or on behalf of, the Clients.
12.3 No contractual relationship will exist between the Clients and the Candidates.
12.4 The Clients agree to use their best endeavours to ensure that the Candidates’ timesheets are authorised and sent to Role Spot each Monday during or after the completion of an Assignment. Timesheets must be provided weekly in arrears.
13.1 The Clients must:
(a) comply with all relevant work, health and safety legislation;
(b) make all reasonable attempts to ensure that all work carried out by the Candidates complies with all workplace health and safety requirements of the relevant states or territories in which the Assignments are carried out;
(c) ensure that the Candidates are not exposed to risks to their health or safety or to hazards arising from the Assignments;
(d) ensure that any equipment or facilities provided for use in the Assignments are safe and without risks to health and safety when properly used;
(e) ensure that systems of work and the working environment are safe and without risks to health and are in compliant with the relevant occupational health and safety laws applicable to specific work tasks to be performed by the Candidates; and
(f) provide such information, instruction, training and supervision as necessary to ensure that the Assignments are provided without hazards or risks to health and safety.
13.2 The Clients acknowledge the Candidates will not remain on any work site or continue to attend a work site if it reasonably appears that the working environment is unsafe or remains unsafe after the Candidates advising the Clients of any safety hazard or by reason of the Clients failing to comply with clause 13.1.
14.1 The Clients must notify Role Spot of any awards or registered agreements applicable to any place in which the Candidates are engaged. The Clients must indemnify Role Spot for extra costs where awards, registered agreements and special allowances have not been drawn to Role Spot’s attention in writing before the Assignments commence.
14.2 The Clients must not do any act, thing or matter that may result in Role Spot breaching the terms of its employment contracts with the Candidates, including ensuring that the Candidates are treated fairly.
14.3 In the event of industrial action, the Clients must assist Role Spot and do all things reasonably required to resolve the industrial action or dispute, including allowing Role Spot access to any place in which the Candidates are engaged.
15.1 Before engaging the Candidates, the Client must have:
(a) public liability insurance to cover liability to third parties for loss or damage to property and death or injury to any person;
(b) third party insurance and fully comprehensive motor vehicle insurance, where the Client intends the Candidates to use a vehicle during an Assignment and the vehicle is owned, rented or leased by the Client;
(c) professional indemnity insurance;
(d) workers compensation insurance; and
(e) any other insurance policies required by law.
15.2 The Client agrees that if a Candidate suffers an injury while working with the Client that is compensable under any law relating to workers compensation or occupational health and safety the Client will assist, where practicable, with the rehabilitation of the Personnel by way of providing the Candidate, through Role Spot, with suitable work (including light duties) once the Candidate is able to return to work. In the event that such work is provided, and is of a lesser value, classification or remuneration than the work principally contracted for under the Assignment, Role Spot will discount the charges by a percentage to be agreed.
16.1 Where a Client circumvents the Website after discovering a Candidate through the Website and subsequently hires the Candidate without going through the Website or Role Spot, the Client will immediately pay to Role Spot on demand an introduction fee equivalent to 20% of the services which are anticipated to be rendered by each Candidate during the following 12 months (the “Introduction Fee”).
16.2 Where a Client has engaged a Candidate via the Website, the Client and/or its employees, agents, representatives, related entities or associated entity (as defined in the Corporations Act 2001) will not, during the period of their registration with Role Spot and during the subsequent 12 months after first being introduced to the Candidate, either directly or indirectly, without written consent from Role Spot, employ, solicit, or engage or attempt to engage with the Candidate, or induces the Candidate to terminate their contract with Role Spot (the “Prohibited Conduct”) for performance of services, other than via Role Spot. If the Client contravene this clause, the Client will immediately pay to Role Spot on demand a placement fee equivalent to 20% of the services which are anticipated to be rendered by each Candidate during the following 12 months (the “Success Fee”).
16.3 For the avoidance of doubt, the Clients must use the Website and/or Services as their exclusive method to engage the Candidates unless Role Spot agrees otherwise in writing. Under no circumstances will Role Spot grant the Clients the right to employ, solicit or engage the Candidates without Role Spot receiving the Introduction Fee or Success Fee.
16.4 Where Role Spot agrees to release the Clients from this clause for consideration of the Introduction Fee or Success Fee, the Clients are required to pay Role Spot Introduction Fee or Success Fee in advance prior to the Candidates performing services for the Clients. This amount shall be due and payable no later than 30 days after the start date of the engagement.
16.5 In the event of a dispute relating to the Introduction Fee or Success Fee and if the Clients can establish that the Clients had been introduced to the Candidates before using the Website and/or Services, the Clients may be exempted from paying the Introduction Fee or Success Fee.
16.6 If the Clients do not agree with any of these provisions, please terminate the account immediately and cease usage of the Website and Services. The Clients’ obligation to pay any Introduction Fee or Success Fee shall survive any termination of the Terms or termination of contractual arrangements between the parties.
16.7 This clause 16 survives the expiration or termination of the Terms for any reason.
17.1 Role Spot will test and reference check Candidates as far as it is practical to do so. While Role Spot will make every effort to maintain high standards of integrity and reliability among Candidates, Role Spot does not represent, warrant or guarantee that Candidates will achieve a certain level of performance or outcome or solve a particular problem or attain a specific goal and will not be liable for any claim, costs, error, loss, expense, suit, cause of action, damage or delay arising from:
(a) any failure to provide Candidates for all or part of a request for Services; or
(b) lack of skill, negligence, dishonesty or misconduct on the part of the Candidates.
18.1 For the purpose of this clause, Confidential Information means any information confidential to Role Spot or the Clients, including the Candidates’ rates of pay or fees, trade secrets, know-how and information relating to the business or financial affairs of Role Spot or the Clients, which is generally not available to the public.
18.2 The Candidates must:
(a) not, disclose, use or attempt to use any Confidential Information they obtain (whether before or during their employment or engagement and in whatever capacity) for any purpose other than the purpose of the business of Role Spot or the Clients;
(b) take all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Confidential Information;
(c) after expiration or termination of the Candidates’ employment or engagement, the Candidates will:
(i) return all Confidential Information to Role Spot or the Client (as the case may be) together with any other property in the Candidate’s possession or control as a consequence of the employment or engagement;
(ii) not keep copies in any form of any of Role Spot’s or the Clients’ records including, without limitation, computer programs, data and manuals; and
(iii) provide for inspection all computers, all laptops, all notebooks and other electronic devices that store electronic data to assist Role Spot in ensuring that the Candidates have fulfilled their obligations under this clause.
18.3 Despite clause 18.2, the Candidates may disclose Confidential Information required by law to be disclosed or with the written consent of Role Spot or the Clients.
18.4 The Candidates acknowledge and agree that:
(a) Confidential Information is confidential to Role Spot or the Clients (as the case may be);
(b) through the Candidates’ employment or engagement, the Candidates may obtain or become aware of Confidential Information;
(c) disclosure of such Confidential Information may diminish the value of the Confidential Information and could materially harm Role Spot or the Clients (as the case may be);
(d) the obligations in clause 18.2 are reasonable in all the circumstances and necessary to protect the goodwill of Role Spot or the Clients (as the case may be); and
(e) the remedy of damages, in the event of disclosure of Confidential Information or breach of the obligations in clause 18.2, may be inadequate to protect the interests of Role Spot or the Clients (as the case may be). Role Spot or the Clients (as the case may be) shall be entitled to seek injunctive relief, or any other relief and this remedy shall be in addition to any award of damages that may be made in favour of Role Spot or the Clients (as the case may be).
18.5 The Candidates shall indemnify and keep indemnified Role Spot in respect of any loss, damage, injury, claim, demand or allegation relating to, or arising out of any breach of their obligations under this clause 18,
18.6 The Candidates’ obligations under this clause 18 survive the expiration or termination of their employment or engagement for any reason.
19.1 For the purposes of this clause 19, “Intellectual Property Rights” means, without limitation, any and all present and future rights conferred by statute, common law or equity and subsisting anywhere in the world in relation to patents, copyright (including all copyright in software), trade marks, domain names, logos, set-up, inventions, improvements, designs, creations and developments, circuit layouts and know-how, trade secrets and confidential information, whether or not capable of being patented, secured, registered or protected by any means.
19.2 The Candidates hereby irrevocably assign to Role Spot or the Clients (as Role Spot may nominate) upon creation all Intellectual Property Rights created by the Candidates (whether alone or in conjunction with others) in the course of the Candidates’ employment or engagement. The Candidates acknowledge that, because of the assignments under this clause 19, Role Spot or the Clients (as the case may be) own and will own all right, title and interest to such rights.
19.3 During and after the Candidates’ employment or engagement, the Candidates must:
(a) comply with any request by Role Spot or the Clients (as Role Spot may nominate) to execute any document or take any step necessary to transfer ownership of the rights referred to in clause 19.2 to Role Spot or the Clients (as Role Spot may nominate);
(b) deliver into the physical possession and control of Role Spot or the Clients (as Role Spot may nominate) all material forms and embodiments (including those stored in electronic or similar media) of the rights referred to in clause 19.2;
(c) execute any documents and do all things reasonably requested by Role Spot or the Clients (as Role Spot may nominate) to obtain, enforce or defend any right referred to in clause 19.2; and
(d) not use or disclose any Intellectual Property Rights except as required to discharge their duties to Role Spot or the Clients.
19.4 The Candidates’ obligations under this clause 19 survive the expiration or termination of their employment or engagement for any reason.
20.1 For the purposes of this clause 20:
(a) “Moral Rights” means the right of attribution of authorship, the right not to have authorship falsely attributed, the right of integrity of authorship, or any other similar rights arising under any statute, including the Copyright Act 1968 (Cth).
(b) “Works” means any literary, dramatic, musical or artistic works, made by the Candidate.
20.2 The Candidates irrevocably and unconditionally consent to all or any acts or omissions by or on behalf of Role Spot (whether occurring before or after this consent is given) which infringe or may infringe any of the Candidates’ Moral Rights in relation to any Works and other Intellectual Property Rights described in clause 19 made or created by the Candidates in the course of their employment or engagement. Furthermore, the Candidates acknowledge that as a result of providing such consent, the Candidates waive their right to bring any Moral Rights claim against Role Spot or the Clients.
20.3 The Candidates’ consent under this clause extends to:
(a) Role Spot’s licensees and successors in title in respect of the Works; and
(b) any person authorised by Role Spot or its licensees or successors in title to do acts comprised in the copyright for the Works.
20.4 The Candidates acknowledge that the consent in this clause is a genuine consent given under Part IX of the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.
21.1 For the purposes of this clause 21:
(a) “Restraint Area” means:
(i) Australia, or if that area is found by a court to be unenforceable,
(ii) the State in which the Candidates were engaged during the last 12 months of their employment or engagement, or if that area is held by a court to be unenforceable;
(iii) the city in which the Candidates were engaged during the last 12 months of their employment or engagement; or
(iv) a radius of 20 kilometres from any location in which the Candidates were engaged during the last 12 months of their employment or engagement.
(b) “Restraint Period” means:
(i) 6 months, or if that period is found by a court to be unenforceable;
(ii) 3 months, or if that period is found by a court to be unenforceable; or
(iii) 1 month,
after the expiration or termination of the Candidates’ employment or engagement for any reason.
21.2 In consideration of Role Spot providing you with access to confidential information and information about Role Spot’s Clients and their affairs, the Candidates agree that they will not, except with Role Spot’s prior written approval, during their employment or engagement and during the Restraint Period within the Restraint Area:
(a) directly or indirectly approach, solicit, endeavour to entice away, contract with or employ, any officer, manager, employee or contractor of Role Spot or of the Clients who is engaged or employed by Role Spot or the Clients;
(b) directly or indirectly approach, solicit, canvass or try to entice away the Clients from Role Spot;
(c) counsel, procure or otherwise assist any person, firm or corporation to do any of the acts referred to in 21.2(a) and 21.2(b) above; or
(d) be employed or otherwise engaged either directly or indirectly by the Clients to perform work of the same or similar nature to that which the Candidates have performed whilst working on an Assignment. This includes the provision of services to the Clients through any other entity including, but not limited to, another recruitment company, consultancy or payroll company.
21.3 Each sub-clause of 21.2 above, when combined with each separate Restraint Area and each Restraint Period will have effect as if it were the number of separate sub-clauses that results from combining the beginning of sub-clause 21.2with each of its sub-clauses and each of the Restraint Areas and Restraint Periods. If any such separate sub-clause is deemed to be invalid or unenforceable for any reason, such invalidity or unenforceability will not prejudice or in any way affect the validity or enforceability of any other separate provision.
21.4 The Candidates and Role Spot acknowledge and agree that:
(a) the inclusion of this clause 21 is to protect the goodwill and income of Role Spot;
(b) the restraints in this clause 21 are reasonable in the circumstances; and
(c) any breach of this clause 21 will cause significant loss and damage to the business of Role Spot;
(d) in the event that the Candidates breach or threaten to breach this clause, Role Spot may take legal action against the Candidates (including injunctive action) and that the Candidates will be liable for all consequential damage and costs incurred by Role Spot as a result of their actions.
21.5 The Candidates’ obligations under this clause 21 survive the expiration or termination of their employment or engagement for any reason.
22.1 If Role Spot requires the Employee to perform a temporary role as a casual employee on behalf of Role Spot for a Client, Role Spot will send a job offer to the Employee (“Job Offer”).
22.2 The Employee has the right to accept or reject a Job Offer. A Job Offer can be accepted by the Employee by:
(a) clicking the ‘Accept Offer’ button on the email it receives from Role Spot or on its Account;
(b) informing Role Spot that it accepts the Job Offer; and/or
(c) commencing work in accordance with the Job Offer.
22.3 When the Employee accepts a Job Offer, each Job Offer will result in the formation of a separate agreement between Role Spot and the Employee (“Employment Contract”).
22.4 The Employee consents to the signing of each Employment Contract electronically. By clicking the ‘Accept Offer’ button on the email it receives from Role Spot or on its Account, the Employee represents and warrants that:
(a) the signature has been inserted by them; and
(b) the signatory intends the electronic signature to be as effective as if they had manually signed each Employment Contract.
22.5 An Employment Contract will come into force on the assignment start date set out in that Job Offer and will continue until the assignment end date set out in that Job Offer, unless terminated in accordance with the Terms.
22.6 The terms and conditions of an Employment Contract between Role Spot and the Employee are:
(a) the Terms (where applicable); and
(b) the Job Offer.
22.7 The terms of any award or enterprise agreement specified in the Job Offer are not incorporated into the terms and conditions of that Employment Contract.
22.8 In the event of any inconsistency between the Terms and the Job Offer, the Job Offer will prevail.
23.1 The Employees acknowledge that they are employed by Role Spot on a casual basis and that:
(a) they receive the casual loading set out in their Job Offer to compensate them for the fact that they do not have any entitlement to annual leave, personal/carer’s leave, public holidays or overtime;
(b) they have no expectation of continuing employment with Role Spot on a regular and systematic basis; and
(c) Role Spot is under no obligation to continue to make any Job Offer to the Employee. Nothing in the Terms, or any Job Offer, will be interpreted or understood as giving rise to any expectation of continued or further employment.
24.1 Each Employment Contract is subject to the completion of satisfactory background checks at the discretion of Role Spot, including criminal record, bankruptcy, qualification, and reference checks.
24.2 In the event that a background check reveals unsatisfactory results after the Employee has commenced the Employment Contract, Role Spot reserves the right to immediately terminate the Employee’s employment.
25.1 Prior to commencing employment, the Employee is required to disclose any pre-existing injuries or diseases suffered by the Employee of which the Employee is aware of and could reasonably be expected to be affected by the nature of the Employee’s proposed employment, or that may affect the Employee’s ability to carry out the proposed employment.
25.2 A failure to disclose any such pre-existing injuries or diseases may result in the Employee not being entitled to compensation for any recurrence, aggravation, acceleration, exacerbation or deterioration of the pre-existing injury or disease arising out of the employment and may further result in the termination of the Employee’s employment if the Employee is, as a direct consequence of any such injury or disease, unable to carry out his or her duties required by the Employee’s employment.
26.1 The Employees warrant that:
(a) they possess the skills, experience, competence and qualifications required to carry out the duties and responsibilities outlined in each Job Offer, and any representation made by the Employees as to their qualifications and experience is true and correct;
(b) there are no contracts, restrictions or other matters which would interfere with the Employees’ ability to discharge their duties under each Job Offer that the Employees have not disclosed to Role Spot;
(c) they do not have any prior criminal convictions that would preclude Role Spot from employing the Employee in accordance with the law or that could cause reasonable doubt that the Employee may not be able to undertake its duties; and
(d) they have provided Role Spot with all information and documentation relevant to its current and/or prospective Australian residence status, and that all such information and documentation is true, genuine, and correct.
26.2 The Employee acknowledges that Role Spot has relied on the Employee’s warranties in entering into each Employment Contract. Any breach of the warranties will entitle Role Spot to terminate the Employee’s employment with immediate effect by giving written notice to the Employee.
27.1 The Employee will be engaged in the position set out in the relevant Job Offer.
28.1 Where a Job Offer specifies the pay rate as an hourly rate, the Employee agrees to work the ordinary hours set out in that Job Offer and any reasonable additional hours required by Role Spot or the Hirer.
28.2 Where a Job Offer specifies the pay rate as a daily rate, the Employee must not work more than 7.6 hours in a single day.
28.3 The Employee must complete timesheets in accordance with the Role Spot’s directions. Timesheets must be completed accurately and approved by the Client. The submission of false timesheets may result in the immediate termination of the Employee’s employment.
29.1 During the term of each Employment Contract, the Employees agree that theywill:
(a) report for work at the location set out in the relevant Job Offer or such other locations as reasonably directed by Role Spot;
(b) fulfil the duties set out in the relevant Job Offer (“Duties”) with due care, skill, timeliness and diligence;
(c) dress professionally and appropriately;
(d) comply with all lawful and reasonable directions given to them by Role Spot or which Role Spot permits the Client to issue;
(e) comply with Role Spot and the Client’s workplace policies and procedures (provided that where there is any inconsistency between the policies and procedures of Role Spot and those of the Client, Role Spot’s policies and procedures will apply to the extent of the inconsistency unless otherwise agreed or stated by Role Spot). A copy of Role Spot’s policies can be found on Role Spot’s website when logged in. Neither Role Spot’s nor the Client’s policies and procedures confer any legal right on the Employee nor are they incorporated as terms and conditions of each Employment Contract;
(f) comply with all applicable laws including workplace health and safety laws;
(g) act in the best interests of Role Spot;
(h) not disclose their hourly or daily rate to the Client except if required to do so by law;
(i) contact Role Spot and/or the Client immediately if they believe that their safety is at risk during the performance of an Employment Contract;
(j) complete the Duties set out in the Job Offer (subject to paragraph (k) below) recognising that their failure to do so may expose Role Spot to claims for liquidated damages from the Client; and
(k) contact Role Spot immediately if:
(i) the Client requests the Employee to work in a place or in a different position than the one set out in the relevant Job Offer or as notified to the Employee in writing by Role Spot; and
(ii) for any reason whatsoever, the Employee becomes unable to complete the duties set out in the Job Offer.
29.2 Role Spot has the right to add to or vary the Duties that the Employee is required to perform in accordance with its business needs.
29.3 The Employee will report to Role Spot’s consultant named in the relevant Job Offer or to any other representative whom Role Spot may designate from time to time.
29.4 The Employee will also report to the Client’s supervisor set out in the relevant Job Offer.
30.1 The Employee will be paid:
(a) for all ordinary hours and reasonable additional hours they work at the hourly rate set out in the Job Offer or alternatively at the daily rate set out in the Job Offer, both of which include a casual loading; and
(b) the allowances (if any) set out in the Job Offer.
30.2 Wages will be paid by electronic funds transfer into a bank account nominated by the Employee on a fortnightly basis (in arrears) as per existing pay cycles. For clarity of payment cycles, work completed in week 1 and 2 (Monday to Sunday) will be paid for on the Friday in week 4.
30.3 The Employee will co-operate fully and in good faith with any contractor management firm or third party, which Role Spot appoints to perform any of Role Spot’s powers, tasks and responsibilities under the Terms (such as payroll).
30.4 The Employee’s hourly rate and/or daily rate include a casual loading.
30.5 This casual loading is to be paid to compensate the Employee for all entitlements that they will not receive, including, without limitation, annual leave, sick personal/carer’s leave, compassionate leave, payment for public holidays, penalties, loadings and any other entitlements arising from any relevant modern award, registered agreement or legislation (Instrument).
30.6 In the event of a finding by an Australian tribunal or court that the Employee is a permanent employee during all or some of the employment period, it is expressly agreed that:
(a) the Employee is not entitled to the casual loading;
(b) Role Spot is entitled to have the casual loading amount it had paid to the Employee to be taken into account in determining any amount Role Spot is liable to the Employee for their entitlements as a permanent employee (including, without limitation, annual leave, personal/carer’s leave, compassionate leave and payment for public holidays) under the Instrument;
(c) any amount Role Spot had paid to the Employee (including the casual loading) was made in discharge of any liability that Role Spot owed to the Employee in relation to their entitlements as a permanent employee (including, without limitation, annual leave, personal/carer’s leave, compassionate leave and payment for public holidays) under the Instrument;
(d) for the purposes of calculating Role Spot’s liability in clause 30.6(c) above, the minimum wage rate under the relevant instrument (if any) shall be used; and
(e) Role Spot is entitled to recover from the Employee any overpayment for remuneration (including the casual loading). Role Spot reserves the right to deduct from the Employee’s pay, including from any accrued statutory entitlements, any sums which the Employee may owe to Role Spot.
30.7 The Employee acknowledges that the hourly/daily rate offered to it on a Job Offer will not necessarily be offered on any subsequent Job Offers.
30.8 Role Spot will make superannuation payments on the Employee’s behalf as required under Superannuation Guarantee legislation to a complying fund nominated by the Employee. If no such fund is nominated by the Employee, then such contributions will be paid into a complying fund nominated by Role Spot.
30.9 Role Spot will reimburse the Employee for expenses reasonably and properly incurred by the Employee in the performance of its duties under an Employment Contract that had the prior written approval of Role Spot. The Employee must provide such proof of expenses for reimbursement to Role Spot.
31.1 The Employee’s employment under each Employment Contract may be terminated for any reason at any time by:
(a) Role Spot giving the Employee one day’s written notice of termination or a payment in lieu of notice; or
(b) the Employee giving Role Spot written notice of termination of at least the period specified in the table below according to the length of the relevant Assignment:
Length of Assignment
Period of Notice
Not more than 3 months
More than 3 months but not more than 6 months
More than 6 months
31.2 Role Spot may agree to a shorter period of notice than that required under clause 31.1(b).
31.3 Role Spot will endeavour to provide the Employee with as much notification as possible and would appreciate it if the Employee does the same.
31.4 Role Spot may immediately terminate the Employee’s employment under each Employment Contract where it:
(a) commits an act of serious misconduct, such as;
(i) wilful or deliberate behaviour by the Employee that is inconsistent with the continuation of the employment;
(ii) conduct that causes serious and imminent risk to the health and safety of a person or the reputation, viability or profitability of Role Spot’s and/or Client’s business;
(iii) theft, fraud or assault engaged in by the Employee in the course of the employment;
(iv) being intoxicated at work; or
(v) a refusal to carry out a lawful and reasonable instruction which is consistent with the Employment Contract.
(b) is in breach of any material provision of the Employment Contract in a way which Role Spot reasonably considers to be materially prejudicial to Role Spot’s business or reputation, including if the Employee commits a breach of clause 18 (Confidentiality) or clause 19 (Intellectual Property) of the Terms;
(c) is unable or unwilling to perform the duties or inherent requirements of the Employment Contract;
(d) is convicted of a criminal offence (other than one which in Role Spot’s reasonable opinion does not affect the Employee’s position with Role Spot);
(e) is found to be, in the Client’s reasonable opinion, negligent, inefficient or technically unsuitable in carrying out the duties set out in the relevant Job Offer; or
(f) the Employee carries out work for another person and such work:
(i) creates a conflict of interest (direct or indirect) between Role Spot and the Client; or
(ii) impairs the Employee’s ability to carry out the duties set out in the relevant Job Offer.
32.1 Upon the termination of an Employment Contract for whatever reason, or at any other time if so requested by Role Spot, the Employee must immediately return to Role Spot or the Client all information, material or property (including but not limited to computer disks, printouts, manuals, reports, letters, memos, plans, diagrams, security cards, keys, and laptop computers), in whatsoever form held, either belonging to or the responsibility of Role Spot or the Client and all copies of that material, which are in the Employee’s possession or under the Employee’s control. To assist Role Spot in ensuring that the Employee has fulfilled his or her obligations under this clause, the Employee shall provide for inspection all computers, all laptops, all notebooks and other electronic devices that store electronic data.
33.1 The Employee consents to Role Spot using its personal information for the purpose of administering and managing its engagement as a casual employee of Role Spot. The Employee also consents, when reasonably necessary, to the transfer of its personal data to a related company of Role Spot and any third party for the purposes of managing its engagement as a casual employee with Role Spot or as required by law.
33.2 The Employee acknowledges and agrees that intermittent or ongoing monitoring, recording and/or surveillance of all communications is a condition of access to and use of Role Spot’s communications and information technology systems in the course of the Employee’s employment including when using Role Spot’s resources in the workplace and outside of work.
33.3 Surveillance may be carried out by (but is not limited to) software or other equipment that monitors or records the information input or output, or other use of a computer, tablet, mobile telephone or any other information storage device (including the sending and receipt of emails and the accessing of internet websites).
33.4 The Employee must comply with all applicable laws and Role Spot’s policies relating to the use of all communications, information technology and electronic resources as amended from time to time.
34.1 The Employee acknowledges and agrees that a safe and secure workplace is important and the Employee must:
(a) comply with all occupational health and safety laws and regulations;
(b) ensure the safety of itself as well as its co-workers and any other person at the workplace;
(c) wear and use any safety and protective equipment or clothing required;
(d) comply with Role Spot’s and the Client’s occupational health and safety practices and procedures and that if the Employee does not, the Employee will face disciplinary action, which could include the possible termination of the Employee’s employment;
(e) notify Role Spot immediately if the Employee is not inducted by the Client’s work health and safety officer within a minimum of one (1) day of commencing each Employment Contract;
(f) notify Role Spot immediately if the Client requests or directs the Employee to perform duties that are outside of the relevant Job Offer. The Employee must not commence any such new duties without obtaining authority in advance from Role Spot;
(g) immediately report to Role Spot or the Client any unsafe conditions, any new or unaddressed work health or safety risks, accidents, “near misses”, incidents or hazards that come to its knowledge; and
(h) fully co-operate with Role Spot and the Client in any action to maintain a working environment which is safe and without risk to health.
34.2 The Employee must not be under the influence of alcohol or drugs during working hours. If the Employee is taking medication that may have the potential to adversely affect their performance or that may be detected during a random drug and alcohol test, the Employee must notify Role Spot immediately prior to the commencement of any duties. The Employee agrees that Role Spot and/or the Client can request that the Employee attends drug and alcohol testing or another medical examination to establish that the Employee is fit for work.
34.3 Further to clause 34.2, Role Spot has a zero tolerance to drugs and alcohol. Drug and alcohol tests may be conducted randomly. If the Employee is found to be in breach of this clause, the Employee will be immediately removed from site (if applicable) and banned from undertaking further engagements with Role Spot and the Client indefinitely.
35.1 During the Employee’s employment, the Employee must:
(a) immediately advise Role Spot of any other employment or work the Employee is engaged to do for any other person;
(b) not directly or indirectly be involved in any projects for any competitors of the Client whilst on an Assignment, unless the Employee has the Client’s written permission to do so;
(c) not, either directly or indirectly, receive or accept for the Employee’s own benefit or the benefit of any person or entity, other than Role Spot, any gratuity, emolument, or payment of any kind from any person having or intending to have any business with Role Spot.
35.2 If, while performing the duties and responsibilities under an Employment Contract, the Employee becomes aware of any potential or actual conflict between the Employee’s interests and those of Role Spot or the Client, then the Employee must immediately inform Role Spot. If Role Spot forms the view that such a conflict does or could exist, Role Spot may instruct the Employee to take action to resolve that conflict, and the Employee must comply with any such direction.
36.1 If the Client requests the Employee to use a vehicle, handle cheques, cash, valuables, documentation or equipment, whether on or off the Client’s premises, the Employee must obtain confirmation from Role Spot that appropriate insurance arrangements have been made which cover the Employee and Role Spot against liability to any third party. If the Employee fails to advise Role Spot, the Employee may be personally responsible for any damage, fine or loss incurred or suffered.
36.2 If the Employee incurs any parking, towing or traffic fees or fines in respect of any vehicle used by the Employee while working on an Assignment, the Employee will be personally liable for such fines or fees.
36.3 The Employee is responsible for the safety and security of the Employee’s own personal belongings and property during an Assignment and while travelling to and from an Assignment.
37.1 Once an Employment Contract has come into force, no variation to that Employment Contract will be effective or binding on either party unless it is in writing and signed by Role Spot and the Employee.
38.1 The Employee must personally perform the duties and responsibilities under an Employment Contract and no subcontracting or assignment by the Employee is permissible.
39.1 If Role Spot requires a Contractor to perform a temporary role as an independent contractor on behalf of Role Spot for a Client, Role Spot will send a job offer to the Contractor (“Job Offer”).
39.2 The Job Offer will nominate the designated persons (“Key Persons”) who must perform the services set out in the Job Offer (“Contractor’s Services”), unless otherwise agreed in writing by Role Spot.
39.3 The Contractor has the right to accept or reject a Job Offer. A Job Offer can be accepted by the Contractor by:
(a) clicking the ‘Accept Offer’ button on the email it receives from Role Spot or on its Account;
(b) informing Role Spot that it accepts the Job Offer; and/or
(c) commencing to supply Contractor’s Services in accordance with the Job Offer.
39.4 Each Job Offer accepted will result in the formation of a separate agreement between Role Spot and the Contractor (“Independent Contractor Agreement”).
39.5 The Contractor consents to the signing of each Independent Contractor Agreement electronically. By clicking the ‘Accept Offer’ button on the email it receives from Role Spot or on its Account, the Contractor represents and warrants that:
(a) the signature has been inserted by them or by a third party acting with the signatory’s authority; and
(b) the signatory intends the electronic signature to be as effective as if they had manually signed each Independent Contractor Agreement.
39.6 An Independent Contractor Agreement will come into force on the engagement commencement date set out in that Job Offer and will continue until the engagement expiry date set out in that Job Offer, unless terminated in accordance with the Terms.
39.7 The terms and conditions of an Independent Contractor Agreement between Role Spot and the Contractor are:
(a) the Terms (where applicable); and
(b) the Job Offer.
39.8 In the event of any inconsistency between the Terms and the Job Offer, the Job Offer will prevail.
40.1 The term “Job Offer” is used for convenience only and must not be interpreted to suggest that the Contractor is an employee of Role Spot.
40.2 The relationship between Role Spot and the Contractor is of a principal and an independent contractor. Nothing in the Terms constitutes or deems the Contractor or any of its employees, including the Key Person, to be an employee, agent, partner or trustee of Role Spot.
40.3 Except on the express written approval of Role Spot, the Contractor shall not bind Role Spot to any obligation or create any liability against Role Spot in any way or for any purpose.
40.4 The Contractor acknowledges and agrees that Role Spot is under no obligation to continue to make any Job Offers to the Contractor. Nothing in the Terms, or any Job Offer, will be interpreted or understood as giving rise to any expectation of continued or further engagements.
41.1 The Contractor must procure the Key Person to enter into, and to comply with, a deed poll in favour of Role Spot that contains the following terms (“Deed Poll”):
(a) clauses 18 to 21 (inclusive) of the Terms, where each reference to “the Candidates” or “the Candidate” is to be read as a reference to “the Key Person”;
(b) the Key Person must not make or cause to be made, any adverse comments about Role Spot or its business during the Restricted Period, save for any comments which are required to be made by law;
(c) the Key Person will have no claim against Role Spot in respect of any employment related payments or benefits, including (without limitation) salary or wages, leave entitlements, notice pay, redundancy pay, workers’ compensation coverage or superannuation. The Contractor shall be solely responsible for providing any and all employment related payments and benefits to the Key Person; and
(d) the Key Person has no authority to bind Role Spot in any manner including (but not limited to) contracting with third parties.
41.2 The Contractor must provide a copy of the Deed Poll to Role Spot prior to or promptly after accepting a Job Offer, and/or within 7 days upon a written request by Role Spot. Role Spot may require a Contractor’s Key Person to sign a Deed Poll prior to accepting a Job Offer.
42.1 The Contractor consents, and will procure the written consent of any Key Person, for the purpose of enabling Role Spot to undertake reasonable suitability checks including, without limitation, security clearance, criminal history checking, reference, qualification and transcript checking, professional registration status checking, and lawful entitlement to work checking.
43.1 By accepting the Job Offer, the Contractor represents and warrants to Role Spot that the Key Person and any other personnel of the Contractor who are approved by Role Spot to provide the Contractor’s Services are the Contractor's employees or subcontractors and are authorised by the Contractor to perform the Contractor’s Services on its behalf.
43.2 The Contractor has the sole responsibility for and warrants that it will pay:
(a) all wages, entitlements or benefits payable to its employees and subcontractors, including the Key Person;
(b) any income tax payable under any applicable laws with respect to its employees and subcontractors, including the Key Person; and
(c) any superannuation contributions payable on behalf of its employees or subcontractors, including the Key Person, to discharge its obligations under the superannuation guarantee legislation.
43.3 The Contractor warrants that:
(a) it has the expertise in and is in the business of providing the Contractor’s Services under each Independent Contractor Agreement;
(b) it is able to supply the Contractor’s Services through the Key Person and to perform and comply with the functions, obligations and responsibilities set out in each Independent Contractor Agreement and, in doing so, the Contractor or Key Person is not breaching any other agreement, contract or obligation owed to a third party;
(c) all representations made by the Contractor, including as to the Key Person’s qualifications and experience, are true and correct, and the Contractor has not failed to disclose any matter which may have influenced Role Spot’s decision as whether or not to engage, or continue to engage, the Contractor;
(d) there are no contracts, restrictions or other matters that the Contractor has not disclosed to Role Spot, which would interfere with:
(i) the Contractor’s ability to discharge its obligations under an Independent Contractor Agreement or a Job Offer; or
(ii) the ability of Role Spot to recover the payment of a fee payable by the Client in the event that the Contractor or Key Person is subsequently engaged by the Client or a third party otherwise than through Role Spot; and
(iii) it has an Australian Business Number under the A New Tax System (Australian Business Number) Act 1999 (Cth) (“ABN”) and has provided the applicable ABN to Role Spot and must:
(iv) continue to have an ABN during the term of an Independent Contractor Agreement;
(v) quote its ABN on each invoice it provides to Role Spot;
(vi) advise Role Spot in writing immediately if its ABN changes or its ABN is cancelled; and
(vii) indemnify Role Spot for any loss or damage suffered or any tax, charge, fine, penalty or other impost which Role Spot incurs or becomes liable to pay, as a result of its breach of any of the warranties contained in this clause;
(e) it has complied and will, for the term of each Independent Contractor Agreement and in delivering the Contractor’s Services, comply with all laws applicable to its business operation and the Contractor’s Services, including without limitation all laws that apply with respect to its employment of its employees and its engagement of its subcontractors.
43.4 The Contractor acknowledges that Role Spot has relied on the Contractor's warranties in this clause.
44.1 The Contractor must provide, and procures that the Key Person will provide the Contractor’s Services:
(a) in accordance with all reasonable instructions issued by Role Spot and/or the Client;
(b) in a thorough, professional, timely and competent manner with the degree of skill, care and diligence expected of a contractor experienced in providing the same or similar services;
(c) in accordance with all relevant work, health and safety legislation and any work health and safety practices or policies of Role Spot and/or the Client (provided that where there is any inconsistency between the policies and procedures of Role Spot and those of the Client, Role Spot’s policies and procedures will apply to the extent of the inconsistency unless otherwise agreed or stated by Role Spot). A copy of Role Spot’s policies can be found on Role Spot’s website when logged in or by sending a request to email@example.com for a copy; and
(d) so that the Contractor’s Services are fit for their intended purpose.
44.2 The Contractor agrees to remedy or meet the costs of remedying any work or product that does not meet with the reasonable satisfaction of Role Spot and/or the Client by reason that the Contractor’s Services have not been supplied in accordance with clause 44.1(b) above;
44.3 The Contractor must not engage, and must ensure that its employees or subcontractors do not engage, in conduct that would limit, interfere with or prejudice the proper performance of the Contractor's obligations under each Independent Contractor Agreement.
44.4 The Contractor must not engage any person other than the Key Person identified in the Job Offer to perform the Contractor’s Services without Role Spot's prior written consent.
44.5 The Contractor will co-operate fully and in good faith with any contractor management firm or other third party (i.e. external payroll provider), which Role Spot has appointed to perform any of Role Spot’s powers, tasks and responsibilities.
45.1 The Contractor will provide the Contractor’s Services at the times and on the days set out in the Job Offer, unless agreed otherwise by Role Spot and the Contractor.
45.2 The Contractor will, and will ensure that the Key Person will, provide the Contractor’s Services at the location specified in the Job Offer, unless otherwise directed by Role Spot.
46.1 The Contractor must, and must ensure that the Key Person will, immediately notify Role Spot if:
(a) the Client requests the Contractor or Key Person to supply Contractor’s Services in a place or in a different position than the one set out in the Job Offer or as notified to the Contractor or Key Person in writing by Role Spot;
(b) for any reason whatsoever, the Contractor or Key Person becomes unable to supply any or all of the Contractor’s Services;
(c) notify Role Spot immediately if the Client requests or directs the Contractor and/or the Key Person to perform duties that are outside of the relevant Job Offer. The Contractor and the Key Person must not commence any such new duties without obtaining authority in advance from Role Spot; or
(d) the Contractor or Key Person feels that their safety is at risk whilst engaged on an engagement.
46.2 The Contractor will provide such reports about the supply of the Contractor’s Services as Role Spot may reasonably require to Role Spot’s representative named in the Job Offer or to any other representative named by Role Spot from time to time.
46.3 During an engagement, the Contractor and Key Person will also report to the Client’s supervisor set out in the Job Offer.
47.1 If Role Spot or the Client provides the Contractor with any technology, equipment, plant or other resources (“Equipment”) during the Service Period, the Contractor acknowledges that such Equipment remains the property of Role Spot or the Client (as the case may be), however, the Contractor is responsible for the care of the Equipment while it is in the Contractor’s possession.
47.2 The Contractor will ensure that it has in place suitable and adequate backup and disaster recovery systems in place to protect any Equipment.
47.3 The Contractor will only use the Equipment for the purpose of supplying the Contractor’s Services in accordance with the Job Offer and not for any other purpose.
47.4 The Contractor will return the Equipment upon expiration or termination of each Independent Contractor Agreement.
47.5 The Contractor warrants that any technology, equipment, plant or other resources owned or introduced by the Contractor or Key Person, for use in the supply of the Contractor’s Services are, at the time of such use:
(a) free from any defect in title, ownership, licence, or usage that would prevent or inhibit them from being so used; and
(b) free from any defect, (including malware or computer contaminant) which may cause damage (including damage to reputation, data, or privacy) to Role Spot, the Client or to any other person.
48.1 The Contractor agrees that any payment made in accordance with an Independent Contractor Agreement shall be based solely on the Contractor’s Services supplied, charged at an agreed hourly or daily rate, but excluding time engaged whilst remedying defective or unsatisfactory work for which the Contractor is responsible. The Contractor shall not be entitled to any other benefits, payments or entitlements other than those expressly contemplated by the Independent Contractor Agreement.
48.2 Provided the Contractor complies with each Independent Contractor Agreement, as consideration for properly supplying the Contractor’s Services, the service fee payable by Role Spot to the Contractor shall be the amount set out in the Job Offer (“Contractor’s Fees”), provided that:
(a) the Contractor completes and submits complete and accurate timesheets on a weekly basis to Role Spot and such timesheets are approved by the Client; and
(b) the Contractor gives to Role Spot a proper tax invoice relating to such Contractor’s Services and Contractor’s Fees.
48.3 The Contractor must promptly provide Role Spot with a proper tax invoice (“Invoice”) before Role Spot is required to pay to the Contractor any Contractor’s Fees (and any applicable GST) following confirmation from Role Spot that either of the following has occurred:
(a) the Contractor has submitted a timesheet to Role Spot approved by the relevant Client; or
(b) the relevant Client has confirmed that the scope of work has been completed by the Contractor to the Client’s satisfaction.
48.4 The Invoice must contain the Contractor’s ABN, complete, correct and clear explanations, details and descriptions of the Contractor’s Services supplied, the hours, time and expenses incurred and spent in properly supplying the Contractor’s Services, and other relevant and applicable information required by Role Spot. Details pertaining to the times at/within which the Invoice shall be rendered and paid are as set out in the Job Offer.
48.5 Deductions and set-offs may be made by Role Spot from the Contractor’s Fees for (without limitation):
(b) failure to return Firm property;
(c) overpayment of Contractor’s Fees; or
(d) for any other amounts owed to Role Spot.
48.6 Payment of any Invoice to the Contractor does not infer unconditional acceptance of the Contractor’s Services and does not waive Role Spot’s or Client’s rights to seek redress or otherwise should the Contractor or the Contractor’s Services be found to have breached or not complied with the Independent Contractor Agreement.
49.1 An Independent Contractor Agreement may be terminated for any reason at any time by:
(a) Role Spot giving the Contractor one day’s written notice of termination; or
(b) the Contractor giving Role Spot written notice of termination of at least the period specified in the table below according to the length of the relevant Assignment:
Length of Assignment
Period of Notice
Not more than 3 months
More than 3 months but not more than 6 months
More than 6 months
49.2 Role Spot may agree to a shorter period of notice than that required under clause 49.1(b).
50.1 Role Spot may terminate an Independent Contractor Agreement immediately for cause (without any obligation to provide notice of termination or pay the Contractor compensation) if:
(a) a Client rejects the further supply of the Contractor’s services (or those of any Key Person);
(b) the Contractor or Key Person:
(i) commits a material or persistent breach of the Terms including without limitation clause 18 (Confidential Information), clause 19 (Intellectual Property), clause 20 (Moral Rights) and clause 54 (Conflict of interest);
(ii) commits a breach of an Independent Contractor Agreement that cannot be remedied or that remains unremedied for a period of 7 days after receipt of written notice from Role Spot;
(iii) wilfully disregards any lawful or reasonable instruction from Role Spot or the Client;
(iv) is grossly, seriously or persistently incompetent or unprofessional in the supply of the Contractor’s Services;
(v) is unable or unwilling to supply the Contractor’s Services; or
(vi) is involved in anything which, in Role Spot’s reasonable opinion, affects the Contractor’s suitability for engagement with Role Spot or which brings Role Spot into disrepute or injures its reputation, interests, business or good name; or
(c) the Key Person:
(i) commits an act of Serious Misconduct;
(ii) is found to be, in the Client’s reasonable opinion, negligent, inefficient or technically unsuitable in supplying the Contractor’s Services; or
(iii) is declared bankrupt or is otherwise precluded or disqualified from managing a corporation under Part 2D of the Corporations Act 2001 (Cth) as in force and varied from time to time.
50.2 Nothing in the Terms restricts Role Spot’s right to terminate the engagement summarily at common law.
51.1 Without limitation, if an Independent Contractor Agreement is terminated for cause, Role Spot will not be obliged to pay the Contractor any moneys other than any accrued unpaid Contractor’s Fees to which the Contractor is entitled as at the termination date. Following payment of any Contractor’s Fees properly due to the Contractor, the Contractor releases Role Spot (in full and final settlement) from any claim regarding the engagement and its cessation.
51.2 At any time during the term of an Independent Contractor Agreement (including the Termination Notice), Role Spot may prevent the Key Person from coming onto the premises of Role Spot or the Client (as the case may be). Role Spot may also suspend the Contractor’s engagement, without payment of any Contractor’s Fees, where Role Spot considers it necessary to adequately investigate allegations of misconduct or impropriety against the Contractor or Key Person. Such an act or suspension will not amount to a termination of the Independent Contractor Agreement.
51.3 On the cessation of the Independent Contractor Agreement, or otherwise at any other time during the Service Period as requested by Role Spot, the Contractor will immediately return to or deal with as directed by Role Spot any Equipment and Role Spot’s or Client’s property. The Contractor acknowledges that it has no claim over or entitlement to Equipment and Role Spot’s or Client’s property.
51.4 The Contractor agrees and acknowledges that, following the cessation of the Independent Contractor Agreement, the Contractor will not represent itself as being connected with Role Spot in any way, or use or register any name identical to or likely to be confused with a name (including a trade or business name) used by Role Spot.
52.1 The Contractor consents to, and will procure the Key Person to consent to:
(a) Role Spot holding and processing personal information relating to them for legal, personnel, administrative and management purposes and in particular the processing of any “sensitive information” as defined in the Privacy Act in relation to him/her; and
(b) Role Spot transferring their personal information to shareholders, any related body corporate or any third-party administrative provider (under an outsourcing arrangement) without breaching their rights under the Privacy Act.
52.2 The Contractor agrees to comply, and must ensure the Key Person complies, with all applicable policies and privacy laws including (but not limited to) the Privacy Act in respect of any personal or sensitive information which is disclosed to, or is collected or accessed by him/her in the course of supplying the Contractor’s Services.
52.3 The Contractor agrees that, if called upon to do so (whether during or after the supply of Contractor’s Services), the Contractor will (at its own cost) execute all instruments and do all things necessary in order to secure and to assure to Role Spot and the Client the confidentiality and privacy of information obtained by the Contractor and Key Person in the course of, or in connection with, the supply of services pursuant to an Independent Contractor Agreement.
53.1 The Contractor acknowledges and agrees that a safe and secure workplace is important and the Contractor must:
(a) comply with all occupational health and safety laws and regulations;
(b) ensure the safety of itself and the Key Person as well as other persons at the workplace;
(c) wear and use any safety and protective equipment or clothing required;
(d) comply with Role Spot’s and the Client’s occupational health and safety practices and procedures and that if the Contractor does not, it could result in the possible termination of the Independent Contractor Agreement;
(e) notify Role Spot immediately if the Contractor is not inducted by the Client’s work health and safety officer within a minimum of one (1) day of commencing each Independent Contractor Agreement;
(f) immediately report to the Client any unsafe conditions, any new or unaddressed work health or safety risks, accidents, “near misses”, incidents or hazards that come to its knowledge; and
(g) fully co-operate with Role Spot and the Client in any action to maintain a working environment which is safe and without risk to health.
53.2 The Contractor and the Key Person must not be under the influence of alcohol or drugs during working hours. If the Contractor and the Key Person is taking medication that may have the potential to adversely affect their performance or that may be detected during a random drug and alcohol test, the Contractor and the Key Person must notify Role Spot immediately prior to the commencement of any duties. The Contractor agrees that Role Spot and/or the Client can request that the Contractor attends drug and alcohol testing or another medical examination to establish that the Contractor is fit for work.
53.3 Further to clause 53.2, Role Spot has a zero tolerance to drugs and alcohol. Drug and alcohol tests may be conducted randomly. If the Contractor is found to be in breach of this clause, the Contractor will be immediately removed from site (if applicable) and banned from undertaking further engagements with Role Spot and the Client indefinitely.
54.1 The Contractor must, at its own expense, effect and maintain for the term of an Independent Contractor Agreement on its own behalf, and on behalf of the Key Person, all insurances required to be effected by law, including:
(a) a professional indemnity insurance with a minimum cover of $10 million per claim; and
(b) a public liability insurance with a minimum cover of $20 million per claim.
54.2 The Contractor must provide Role Spot, when requested, a copy of any insurance policy and a certificate of currency within seven (7) days of request.
55.1 The Contractor represents that:
(a) by accepting each Job Offer, there currently exists no conflict of interest, real or apparent, between the Contractor’s Services and any other work performed by the Contractor or Key Person; and
(b) complete and total disclosure of any conflict of interest, real or apparent, has been made to Role Spot prior to accepting each Job Offer.
55.2 The Contractor may engage in other work and assignments during the term of the Independent Contractor Agreement, provided that:
(a) the Contractor has first obtained Role Spot's approval to undertake the work or assignments; and
(b) the undertaking of other work and assignments do not affect the Contractor’s ability to carry out their duties under the Independent Contractor Agreement safely (taking into account the length of shifts and the time required to travel to and from work).
55.3 If the Contractor supplies services to a person other than Role Spot, and a conflict, or potential conflict, of interest arises between the Contractor’s interests and those of Role Spot or the Client, then the Contractor must immediately disclose the conflict, or potential conflict, of interest to Role Spot and must resolve the conflict of interest as required by Role Spot.
56.1 The Contractor may delegate to another person those aspects of the Contractor’s Services which do not require the Contractor’s specialist skills and knowledge, subject to the prior written consent of Role Spot, which may be given subject to such reasonable conditions as Role Spot may require and which will not be unreasonably withheld.
56.2 If the Contractor wishes to replace the Key Person or provide an additional Key Person to also supply the Contractor’s Services under an Independent Contractor Agreement, the Contractor will:
(a) obtain the prior written consent of Role Spot, which must not be unreasonably withheld; and
(b) ensure that the replacement Key Person or additional Key Person (as the case may be) executes a Deed Poll in a form to be provided by Role Spot.
57.1 Once an Independent Contractor Agreement has come into force, no variation to that Independent Contractor Agreement will be effective or binding on either party unless it is in writing and signed by Role Spot and the Contractor.
58.1 The Website, the Services and all of the related products of Role Spot are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by Role Spot or its contributors.
58.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Role Spot, who grants to you a worldwide, non-exclusive, royalty-free, irrevocable license whilst you are a member to:
(a) download the Website to a device via a web browser;
(b) use the Website pursuant to the Terms;
(c) copy and store the Website and the material contained in the Website in your device’s cache memory; and
(d) print pages from the Website for your own personal and non-commercial use.
Role Spot does not grant you any other rights whatsoever in relation to the Website or the material on the Website. All other rights are expressly reserved by Role Spot.
58.3 Role Spot retains all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
58.4 You may not, without the prior written permission of Role Spot and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or display in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
58.5 If you broadcast, publish, upload, transmit, post or distribute any content on the Website (“Your Content”), then you grant to Role Spot a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change Your Content.
59.1 Except for any guarantees, warranties, representations or conditions which by law cannot be limited or excluded, Role Spot and its affiliates, directors, officers, employees, contractors, volunteers or agents (“Personnel”) gives no other guarantees, warranties, representations or conditions and all guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.
59.2 Use of the Website and the Services is at your own risk. Everything in relation to the Website and the Services are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Role Spot make any express or implied representation or warranty about its Content or any products or Services (including the products or services of Role Spot) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Service, or any of its Content related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of Role Spot;
(d) the Content or operation in respect to links which are provided for your convenience;
(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or
(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
60.1 To the extent permitted by law, you acknowledge and agree that Role Spot and its Personnel shall not be liable to you for any indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
60.2 To the maximum extent permitted by law, the total liability of Role Spot and its Personnel arising out of or in connection with the Services or the Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you, or the payment of the cost of having the Services resupplied to you.
60.3 Role Spot and its Personnel are not responsible or liable for any loss, damage, injury due to matters beyond their reasonable control.
60.4 Role Spot is not responsible or liable in any manner for any content posted on the Website or in connection with the Services, whether posted by the Clients or by Candidates or any other third parties.
60.5 Role Spot does not control and is not responsible for the behaviours and actions of its members, their comments, posts or information that they upload. Accordingly, Role Spot is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Website or in connection with your use of the Services.
61.1 You agree to indemnify Role Spot from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation lawyers' fees and court costs on a full indemnity basis) (“Loss”) which arising in connection with:
(a) any fraudulent or unlawful act or omission by you;
(b) any death or personal injury caused or contributed to by any of your act or omission of;
(c) any damage to or loss or destruction of real or personal property caused or contributed to by any of your negligent act or omission;
(d) any content provided by you that may infringe on any intellectual property, including, but not limited to, infringement of any copyright, trademark, patent or trade secret of any third party; or
(e) any of your breach of the Terms;
except to the extent that the Loss is directly attributable to the negligence or wrongful act or omission of Role Spot.
62.1 Any notice required to be given by a party under the Terms must be in writing. A notice given in accordance with this clause is taken to be received:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, 3 Business Days after the date of posting;
(c) if sent by email, when the sender’s email delivery system confirms a successful transmission of the message, the time a delivery receipt is generated, or 3 hours after the email was sent by the sender; or
(d) if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice unless, within 8 business hours after that transmission, the recipient informs the sender that it has not received the entire notice.
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
(a) Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Disputes Centre;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Melbourne, Australia.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
63.5 Termination of Mediation:
If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
64.1 In this clause 64, a word or expression defined in the GST Act which is not otherwise defined in the Terms has the meaning given to it in that Act.
64.2 All consideration provided under the Terms is exclusive of GST unless it is specifically expressed to be GST inclusive. If a party (“Supplier”) makes a taxable supply to another party (“Recipient”) under or in connection with the Terms in respect of which GST is payable, the Recipient must pay the Supplier an additional amount equal to the GST payable on the supply (unless the consideration for the taxable supply was specified to include GST). The additional amount must be paid by the Recipient by the later of:
(a) the date when any consideration for the taxable supply is first paid or provided; and
(b) the date when the Supplier issues a tax invoice to the Recipient.
64.3 If an adjustment event varies the amount of GST payable by a Supplier under the Terms, the Supplier must adjust the amount payable by the Recipient to take account of the adjustment event. Any resulting payment must be paid by the Supplier to the Recipient, or the Recipient to the Supplier (as appropriate) within 10 Business Days of the Supplier becoming aware of the adjustment event. Any payment under this clause is deemed to be an increase or decrease of the additional amount payable under clause 9.2.
64.4 Subject to an express provision in the Terms to the contrary, any payment, reimbursement or indemnity required to be made to a party (“Payee”) under the Terms which is calculated by reference to an amount paid or payable by the Payee to a third party (“Outgoing”) will be calculated by reference to that Outgoing inclusive of GST, less the amount of any input tax credit which the Payee is entitled to claim on that Outgoing.
64.5 This clause 64 will survive the expiration or termination of the Terms by any party.
Role Spot shall not be liable to you for any default due to circumstances beyond its reasonable control including acts of God, natural disasters, pandemics, acts of war, unusually severe weather, industrial action, act of a government agency or civil disorder, riots and strikes (“Force Majeure Event”).
The Terms is governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
The Services offered by Role Spot are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.
The Terms constitute the entire agreement, understanding and arrangement (express and implied) between Role Spot and the parties and supersedes any previous agreement, understanding and arrangement relating thereto whether written or oral.
If any part of the Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
70.1 A waiver of any right, power or remedy under the Terms must be in writing signed by the party granting it.
70.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
70.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under the Terms does not amount to a waiver.