MILESTONE IT – Consultancy Agreement - www.mstone.com.au

WARNING: BY REGISTERING AS AN EMPLOYER ON THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU ARE SUBSCRIBING TO BECOME A MEMBER ON THIS WEBSITE AND THAT WE MAY PROVIDE YOUR DETAILS AND THOSE OF YOUR BUSINESS THAT YOU PROVIDE TO US, TO ANY CANDIDATES REGISTERED ON OUR WEBSITE. YOU MAY ONLY REGISTER ON THIS WEBSITE AS AN EMPLOYER MEMBER IF YOU ACCEPT THE TERMS OF THIS CONSULTANCY AGREEMENT. BY TICKING THE “I ACCEPT” CHECKBOX BELOW, AND EACH TIME YOU ACCESS YOUR ACCOUNT ON OUR WEBSITE, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND AND WHOLLY AND UNCONDITIONALLY AGREE TO BE LEGALLY BOUND BY AND ACCEPT THE TERMS OF THIS AGREEMENT. WE MAY MODIFY AND/OR REPLACE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY NOTICE TO YOU. WE WILL UPLOAD THE LATEST VERSION TO THIS WEBPAGE. IT IS YOUR RESPONSIBILITY TO CHECK THE TERMS OF THIS AGREEMENT EACH TIME YOU ACCESS, USE OR BROWSE YOUR MEMBER ACCOUNT ON THIS WEBSITE TO ENSURE YOU HAVE READ AND UNDERSTAND THE LATEST VERSION. IF YOU DO NOT WISH TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU MUST NOT AND CANNOT REGISTER AS AN EMPLOYER ON THIS WEBSITE.

TERMS AND CONDITIONS:

  1. Interaction with Our General Terms of Use

    1. This Agreement is to be read in conjunction with Our General Terms of Use. A copy of Our General Terms of Use is available at Terms of Use (“Our General Terms of Use”)

    2. Our General Terms of Use are incorporated by reference into this Agreement (including any interpretation provisions).

    3. Without limiting clause 1.2, Our General Terms of Use are interdependent and coterminous with this Agreement, such that if the contract formed with you under the General Terms of Use is terminated for any reason, this Agreement shall automatically and immediately terminate, and vice versa.

  1. Definitions and Interpretation

    1. Definitions

      In this Agreement, the following words have the following meanings, unless expressly agreed otherwise and terms used in this Agreement that are defined in Our General Terms of Use have the meanings given to them in Our General Terms of Use.

      Agreement means this Agreement.

      Candidate Criteria means Your criteria that You require Candidates to meet to provide services to You on Our behalf and/or under an employment contract between You and them, as set out in the Commercial Terms.

      Commencement Date means the date that you register on this Website as an Employer.

      Commercial Terms means written terms executed by You and Us under which You and Us agree: (a) that You engage Us to procure a Candidate to provide Services to You on Our behalf, including Fees (being an hourly rate) that You agree to pay to U; and/or (b) a Fee that You will pay to Us if you employ a Candidate; and/or (c) Candidate Criteria; and/or any other commercial terms You and Us agree to.

      Fees means the Fee and the Hourly Rates as set out in the Commercial Terms.

      Hourly Rate means as set out in the Commercial Terms.

      Insolvency Event means: (a) where the party is an individual, that party commits an act of bankruptcy or is declared bankrupt or insolvent or that party’s estate otherwise becomes liable to be dealt with under any law relating to bankruptcy or insolvency; (b) where the party is a company, a resolution is passed or Court order made for the winding up of that party or an administrator is appointed to that party pursuant to any relevant law; (c) a receiver or manager or receiver and manager is appointed to the assets or undertaking of the party or any part thereof; or (d) the party is unable to pay its debts as and when they fall due.

      Introduce means provide the name or contact details of any Candidate to You either via Our Website or otherwise.
      Payment Terms       means as set out in the Commercial Terms.

      Personnel or personnel means employees, agents and subcontractors and including: (a) directors, employees and agents; (b) sub-contractors; and (c) sub-contractors’ directors, employees and agents.

      Fee means as set out in the Commercial Terms.

      Related Body Corporate means as set out in the Corporations Act 2001 (Cth).

      Services means as set out in the Commercial Terms.

      Term means the term of this Agreement referred to in clause 3.1.

  1. Term of Agreement

    1. This Agreement shall commence on the date that You register as an Employer on Our Website and shall continue until terminated in accordance with its terms.

  1. Appointment of MILESTONE IT to provide Services

    1. You and Us may agree on Commercial Terms from time to time.

    2. Each time You and Us agree on Commercial Terms, You shall be deemed to have irrevocably appointed Us for the Term to:

      1. present Candidates’ Member Data on Our Website, and via email, to You in the manner set out in the Services Description (including, where applicable, anonymously), having regard to the Candidate Criteria;

      2. take any other steps that We may decide to take in Our absolute discretion to:

    3. Introduce You to any Candidate who We may consider may be appropriate to perform Services on Our behalf for You, having regard to the Candidate Criteria;

    4. Introduce You to any Candidate who We may consider You may wish to employ on a full time basis, having regard to the Candidate Criteria.

  1. Where Services Successful

    1. If:

      1. We Introduce You to any Candidate (whether or not the Candidate meets the Candidate Criteria) and You subsequently inform Us that You wish to engage Us to procure the provision to You of the Services by the Candidate on Our behalf, and We enter into an agreement with the Candidate to provide those services to You on Our behalf; and

      2. We have agreed with You on Commercial Terms,

        You will be deemed to have engaged Us as a contractor to procure from the Candidate the performance of the Services for You on Our behalf on the Commercial Terms (including payment by You to Us at the Hourly Rates in accordance with the Payment Terms) and the terms of this Agreement. To the extent of any inconsistency between the terms of this Agreement and the Commercial Terms, the Commercial Terms will prevail.

    1. If We Introduce You to any Candidate (whether or not the Candidate meets the Candidate Criteria) whom You or any of Your Related Bodies Corporate subsequently employ in any position, You must immediately inform Us that You (or Your Related Body Corporate, as applicable) have employed the Candidate and pay Us the Fee in accordance with the Payment Terms.

  1. Candidate’s Obligations as Employee of Client

    1. In the circumstances described in clause 5.2, You acknowledge that Your employment of the Candidate will be subject to an employment contract to be entered into between You and the Candidate.

  1. Fee

    1. You must to Us the Fees in accordance with the Commercial Terms.

    2. The Fees are exclusive of GST and You agree to pay to Us GST, in respect of any Supply (as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) made by Us under this Agreement. You must pay the applicable GST, at the same time as the Fees.

  1. Termination

    1. Either party may terminate this Agreement if the other party (the “Defaulting Party”) is in material breach of this Agreement and the breach is not capable of remedy, or where the breach is capable of remedy and the Defaulting Party fails to remedy the breach within thirty (30) days of notice.

    2. Either party may terminate this Agreement by notice to the other party if the other party suffers an Insolvency Event.

    3. Termination does not affect any accrued rights of either party.

  1. Dispute Resolution

    1. If a dispute arises out of, or in any way in connection with, or otherwise relates to this Agreement, or the breach, termination, validity or subject matter hereof, or as to any related claim at law, in equity or pursuant to any statute, the parties agree to refer their dispute to Mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation.

    2. The Mediation shall be conducted in Melbourne and shall be conducted in accordance with the ACDC Guidelines for Commercial Mediation which are operating at the time the dispute is referred to ACDC and which terms are hereby deemed incorporated into this Agreement.

    3. The costs of the mediator shall be shared equally between the parties.

    4. Nothing in this clause shall limit either party’s right to seek urgent interlocutory relief from any court of competent jurisdiction at any time.