Terms & Conditions

 

 

Introduction

 

This document, together with our Privacy Policy, are the terms and conditions of SquarePeg Agency Pty Ltd ACN 623 216 393 (“SquarePeg”, “we” or “us”).  By accessing and using our website and services, you agree to be bound by these terms.  If you do not agree with these terms, you must immediately cease use of the website and we ask that you please leave our website.  We reserve our right to amend these terms at any time, and without notice to you.  When we change these terms, we will also update the “Date of last update” at the top of this page.  It is your responsibility to ensure you are familiar with any changes.


Definitions

 

In these terms and conditions, the following terms have the following meanings:
Client means a person or entity that buys work or services from a Candidate.
Candidate means a person that sells work or services, either as a contractor or employee.

 

Scope of the website and our services


The website is a marketplace where Candidates and Clients can identify each other and advertise, buy and sell Candidate services online.  By providing this website, we enable the formation of service contracts between Candidates and Clients.  If a Candidate is engaged by a Client, a service contract is formed directly between them.  We act as agent in connection with the receipt, holding and payment of funds for each engagement.  We may, from time to time, at a Client’s request, refer a Client to the account of a Candidate that may sell the services that a Client requires. 


Website not advice

 

The information provided on our website is intended to serve only as a general overview on matters of interest.  The information is not intended to be comprehensive, or advice.  Whilst we do our best to ensure the content is current and accurate, we cannot guarantee its currency and accuracy.  

 

Age

 

You must be at least 18 years of age to use our website and services; by using our website and services, you warrant and represent to us that you are at least 18 years of age.

 

Registration 

 

To use our website and services, both Client and Candidate must register for an account and provide certain information.  You must ensure that the information you provide is adequate, complete and current.  You may not have more than one (1) account.  It is your responsibility to protect your password.  You agree to not disclose your password to any third party, and you are responsible for any activities or actions under your account whether you have allowed such activities or actions.  Any unauthorised use of your account must be notified to us immediately.  You are responsible for any unauthorised use of your account.  We reserve the right to suspend, disable or terminate your account at any time in our sole discretion.  All decisions regarding the opening, maintenance and closing of accounts rests with us and any decisions we take regarding any aspect of your account is final.


Candidate obligations, insurances and registrations (this section only applies to Candidates wanting to work as a contractor, and not an employee)


Prior to registration, a Candidate must:
a.    have an Australian Business Number; 
b.    obtain and maintain adequate insurance coverage, as is required by applicable law and regulation, including (but not limited to) workers compensation insurance; and
c.    obtain and maintain any licences or registrations required for Candidate to perform and sell their work or services. 


Engagements


A Client may choose to engage a Candidate either as a contractor or as an employee.  Whether a Candidate is a contractor, or an employee is a matter to be decided between the Client and Candidate.


Our service fees


We do not charge a fee to register for an account.  We charge when a Client pays a Candidate, or when funds related to an engagement are otherwise released to a Candidate, as required.
If a Client chooses to engage a Candidate as a contractor, a service fee of 15% of the contractor’s earnings will be added to the contractor invoice.
If a Client chooses to engage a Candidate as an employee, the following services fees are payable when the employee commences work and are based on the employee’s agreed annual pro rata salary:
•    < $50,000 = $3,000 plus GST;
•    $50,001 to $70,000 = $5,000 plus GST;
•    $70,001 to $90,000 = $ 7,000 plus GST; and
•    > $90,001 = $9,000 plus GST. 


Guarantee for employee placements


In our discretion, we may offer a 50% refund on our service fees if an employee does not remain in the position for longer than the three (3) month probation period.  If you require a refund, please contact us at hello@squarepeg.agency 


Candidate payment process


Client and Candidate are obligated to use our website to pay and receive payment for their work together, if they identified each other through our website.  
Candidates must submit their timesheets via our website on a weekly basis for work done in the preceding week.  Timesheets must be received by us by the Sunday otherwise payment will not be made until the following pay cycle.  Candidates are responsible for accurately and faithfully recording work hours and reporting all hours worked.


Clients will receive an invoice for work performed by the Candidate on the Monday.


We will charge Client’s credit card on the Wednesday after the week in which the work was performed by Candidate.  This charge is non-refundable.  If Client disputes Candidate’s fee, then Client must immediately inform us in writing to hello@squarepeg.agency before we charge your credit card.  Client must not ask its credit card provider, bank or other payment method provider to charge back any Candidate fees or put a stop to any payment for any reason.  If Client does so, we reserve our right to dispute the same and suspend or terminate Client’s account.


Following expiration of the dispute period, we disburse funds that are payable to a Candidate for an engagement to that Candidate on the Friday.  Payment is made by direct payment to Candidate’s nominated bank account.


We may, in our sole discretion and for any reason, deviate from our typical billing cycle (as set out above). 


If we have reason to believe that a payment may be subject to a dispute, or if required by law, we may hold payment in order to obtain further information from either Client or Candidate.


If we discover an erroneous or duplicate transaction, we reserve our right to seek a reimbursement from Candidate, and Candidate will reimburse us. 


Non-payment by Client


Candidate will not be paid until we receive payment from Client.  Whilst we do our best to obtain payment from Client, we are not responsible for paying Candidates if the Client fails to pay us.
If Client fails to pay when a payment is due, whether by cancelling its credit or debit card, we may suspend or terminate that Client’s account and deny them opening any further account.  The Client must pay us on demand for any amount due plus interest on the overdue amount until it is paid at the rate of 15% per annum, calculated on a daily basis, plus any costs we incur to recover the overdue amount (such as our debt collector or solicitor fees).


Cancellation


The following notice periods apply should either a Client or a Candidate wish to cancel an engagement.
•    Hourly jobs: 7 days’ notice is required.
•    Fixed term jobs: 2 weeks’ notice is required.


A cancellation fee equivalent to 50% of what the Client will pay the Candidate during the cancelled engagement (as estimated by us in good faith) is payable by the party (either Client or Candidate) that does not meet the above applicable notice period.


Relationship between Client and Candidate


Unless otherwise agreed in writing by Client and Candidate, the default terms and conditions of the service contract that Candidate enters directly with Client when the Candidate agrees to provide services to the Client are as set out below.  Client and Candidate may agree on additional or different terms for their service contract, as long as these terms do not affect our rights or responsibilities or violate these terms.  We are not a party to any service agreement between Client and Candidate.


Client and Candidate agree that any Candidate fees, rates, hours, milestones and work/services to be provided, form part of the service contract.  A party must obtain the consent of the other party before making changes to the agreed terms of the service contract.


Services


Candidate must perform the work/services in a professional and workmanlike manner, within any agreed upon timeframe.  If the Candidate is engaged by the Client as a contractor, the way in which the services are performed is controlled solely by Candidate. If the Candidate is employed by the Client as an employee, the way in which the services are performed are controlled by the Client.


Confidential Information 


Candidate shall not at any time or for any reason, without the Client’s written consent, whether during the term of a service agreement, or after its termination, divulge to any third party, or use for personal benefit or for the benefit of a related entity or person, the Client’s confidential information.  Candidate hereby indemnifies the Client against any loss or damage Client may suffer as a result of a breach of confidentiality.  The Candidate must cause any person assisting them to perform and sell their work or services to sign an acknowledgement of their obligations to observe the confidentiality to the same extent as the Candidate.  All confidential information (including copies) remains the absolute property of Client, and must be stored securely by Candidate.  Within two (2) days of a written request, Candidate must return to Client all confidential information (and any copies).   


Ownership of work product and intellectual property


Upon Candidate’s receipt of full payment from Client, Candidate acknowledges that the work product including all intellectual property in all works of the Candidate (or their employees, contractors, subcontractors or agents) during the fulfilment of a service agreement contract isare the absolute property of the Client.  Candidate will do all things and sign all documents that may be necessary to vest such intellectual property in the Client.  Candidate irrevocably appoints the Client to be their attorney to do all things and sign all documents that may be necessary to vest such intellectual property in the Client, if Candidate does not do so within seven (7) days of a request from Client.


Relationship with SquarePeg


SquarePeg is not a party to the dealings between the Client and Candidate.  We do not introduce Clients to Candidates (or vice versa) or help Candidates to find work.  We simply make the website services available to allow Clients and Candidates to identify and determine the suitability of each other for themselves.  Candidates are not employees of SquarePeg and do not provide any services to us.  We do not supervise, control or direct the work of Candidates.  We do not set the Candidate’s work hours, work schedules, location of work or hourly/fixed rate for a service contract.  We do not negotiate and agree the terms of engagement as between a Client and a Candidate.  We do not provide Candidates with any training, equipment, labour or materials required for a particular service contract.  We do not provide the premises from which the Candidate will perform the work.  We make no representations about the quality or suitability of a Candidate; the truth or accuracy of a Candidate’s profile; the ability of a Client to pay for the Candidate’s services; or that a Client or a Candidate can or will actually complete a transaction.


We do not deduct any amount for tax or superannuation for Client or Candidate, each of which is solely responsible for all tax returns and payments required to be made with respect to Candidate’s performance, and Client’s acceptance, of Candidate services.


Non-circumvention


For a period of 12 months from the time you identify a Candidate or are identified by a Client party through the website, you must use the website as your exclusive method to request, make and receive all payments for work directly or indirectly with that party or arising out of your relationship with the party.  You may opt-out of this obligation with respect to each Client/Candidate relationship only if the Client or Candidate pay us an opt-out fee of (whichever is greater) a flat fee of $1,500 plus GST, or 15% of what the Client will pay the Candidate during the next 6-month period, as estimated in good faith by us and based on earnings to date.


Intellectual property rights

 

Subject to these terms and conditions:

(a)    we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)    all the copyright and other intellectual property rights in our website and the material on our website are reserved.

 

Licence to use website

 

You may:

(a)    view pages from our website in a web browser;

(b)    download pages from our website for caching in a web browser;

(c)    print pages from our website; 

(d)    stream audio and video files from our website; and

(e)    use our website services by means of a web browser,

subject to the other provisions of these terms.

 

Except as expressly permitted by these terms, you must not download any material from our website or save any such material to your computer.

 

You may only use our website for your own personal purposes, and you must not use our website for any other purposes.

 

Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

 

Unless you own or control the relevant rights in the material, you must not:

(a)    republish material from our website (including republication on another website);

(b)    sell, rent or sub-licence material from our website;

(c)    show any material from our website in public;

(d)    exploit material from our website for a commercial purpose; or

(e)    redistribute material from our website.

 

Acceptable use

 

You must not:

(a)    use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b)    use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)    use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d)    conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e)    access or otherwise interact with our website using any robot, spider or other automated means; or

(f)    use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

You must ensure that all the information you supply to us through our website, or in relation to our website, is accurate and complete. 

 

Marketing


By registering for an account to use our website and services, you agree to be added to our mailing list/database.  From time to time, we may communicate with you via email or other methods of communication about our services, promotions and offers that may be of interest to you.  If you no longer want to receive marketing messages from us, you may unsubscribe by clicking the link at the bottom of our message.


Links

 

Where we provide links to other websites, this is done for your convenience only.  We take no responsibility for the accuracy or currency of the information on those sites.  We do not endorse any information, goods or services referred to within those sites, and our provision of these links should not be taken as the same.

 

Limited warranties

 

We do not warrant or represent:

(a)    the completeness or accuracy of the information published on our website;

(b)    that the material on the website is up to date; or

(c)    that the website or any service on the website will remain available on an interrupted, secure or error-free basis.

 

We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation.  Save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

To the maximum extent permitted by law, and subject to these terms and conditions, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

 

Limitations and exclusions of liability

 

Nothing in these terms will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted by law; or

(d)    exclude any liabilities that may not be excluded by law.

 

The limitations and exclusions of liability set out in this section, and elsewhere in these terms, govern all liabilities arising under these terms or relating to the subject matter of these terms, including all liabilities arising in contract, in tort (excluding negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms.

 

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

 

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

 

We will not be liable to you in respect of any loss or corruption of any data, database or software.

 

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

 

We will not be liable to you for any delay in performing, or any failure to perform, any of our obligations.


You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms.

 

Indemnity

 

To the extent permitted by law, you hereby agree to indemnify us from and against all actions, claims, suits, demands, damages, liabilities, losses and expenses (whether in tort or in contract) arising out of or related to your use of this website.

 

Breaches of these terms 

 

Without prejudice to our other rights under these terms, if you breach these terms in any way, or if we reasonably suspect that you have breached these terms in any way, we may: 

(a)    send you one or more formal warnings;

(b)    suspend/prohibit your access to our website; and/or

(c)    commence legal action against you, whether for breach of contract or otherwise.

 

Where we suspend/prohibit your access to our website or a part of our website, you must not take any action to circumvent such suspension/prohibition.

 

Privacy Policy


We are committed to protecting your personal information.  Please refer to our Privacy Policy which describes how we collect and manage your personal information.  By agreeing to and accepting these terms, you also agree to and accept the terms of our Privacy Policy. 


Variation

 

We may revise these terms from time to time, and without notice to you.  When we change these terms, we will also update the “Date of last update” at the top of these terms.  You should check this page from time to time to ensure you are familiar with any changes.   

 

Assignment

 

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms. 

 

You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms. 

 

Severability

 

If any part of these terms is held to be illegal, invalid or unenforceable by a Court of law, the legality, validity and enforceability of the remaining parts will not be affected.  

 

Waiver

 

Any failure or delay by us to enforce any provision of these terms will not be interpreted as a waiver of our rights or remedies. 

 

Entire agreement

 

These terms, together with our Privacy Policy, constitute the entire agreement between you and us in relation to your use of our website and services and shall supersede all previous agreements between you and us in relation to your use of our website and services.

 

Termination

 

Without limiting our other rights and remedies, we may suspend (temporarily or permanently) your access to the website and refuse to provide any or all of the services if you breach any of these terms.  If we do so, you may not access the website and use the services under the same or a different account.  Any rights or obligations that have accrued up to and including the date of termination will survive. 


Law and jurisdiction

 

These terms and conditions shall be governed and interpreted by the laws of New South Wales, Australia.  Any dispute relating to these terms shall be subject to the exclusive jurisdiction of the Courts of New South Wales, Australia. 


Contact us

 

If you have any questions about these terms, please contact us by sending us an email at hello@squarepeg.agency