and Community Services Industry Alliance Limited (our, we or us) for providing you access to the online Community Services Job Match portal, located at https://csialtd.com.au/jobmatch (the Portal).
B. The Portal aims to connect community service organisations looking to engage Job Seekers under an Engagement.
C. This Agreement may be accepted by you by:
(i) clicking on the "I agree" (or similar) button or checkbox that is presented to you when using the Portal; and / or
(ii) using and continuing to use the Portal,
and, subject to our approval of your registration to the Portal, commences on the date the earlier of the methods of acceptance is exercised.
D. If you are agreeing to this Agreement on behalf of a company, association, or other entity (incorporated or unincorporated), or on behalf of any partnership or as a trustee of any trust, then the entity, partnership or trust will be bound by this Agreement and you represent and warrant that you have authority to bind the entity, body, partnership or trust (as applicable) to this Agreement.
E. We may revise this Agreement from time to time. Where any changes materially affect your rights under this Agreement, we will attempt to provide reasonable notice. You acknowledge and agree that your continued usage of the Portal constitutes your acceptance of this Agreement as amended. If you do not agree to the terms of this Agreement as amended, you must immediately cease using the Portal.
1 Definitions
In this Agreement:
Authorised User means a person to whom you have authorised to access and use the Portal on your behalf under clause 3.
Confidential Information means the terms and conditions of this Agreement and, in relation to a party, all trade secrets, ideas, concepts, know how, knowledge and any other information whether in writing or otherwise, relating to any of that party’s products, services, systems, data, affairs, businesses, strategies, or employees whether owned by, licensed to, or otherwise in possession or control of that party, which are disclosed to the other party by that party or otherwise obtained by the other party, its employees, agents, or contractors under, in contemplation of, or in connection with this Agreement, but excluding any information which:
(a) is available in the public domain otherwise as a result of a breach of confidence by any party;
(b) is lawfully received from a third party; or
(c) is lawfully in the possession of the other party at the date of this Agreement.
Community Services Job Match means the service operated by us, under that name or another name, and is accessible under, through or in connection with the Portal.
Engagement means any service, contract, or employment relationship, whether on a permanent, temporary, ad-hoc, on-call, or other basis, and whether paid or unpaid, between you and a Job Seeker from time to time.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all rights conferred by statute, common law or in equity and subsisting anywhere in the world in relation to copyright, inventions (including patents, innovation patents and utility models), trade marks, designs, confidential information, trade secrets, technical data and know-how, topography rights, and rights in databases; any other right resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may hereafter subsist; and any license or other similar right from a third party to use any of the above; but excluding any moral rights and similar personal rights which by law are non-assignable.
Job Seeker means a person:
(a) that has activated a OnePassport Account; and
(b) that is seeking employment that has agreed to provide information to us, either directly or indirectly, including through a Third Party Provider or online platform operated by a Third Party Provider, such as OnePassport, and for us to provide information about themselves to you (and to other businesses like yours), for the purpose of a potential Engagement relating to them.
Job Seeker Information means material or information:
(a) entered by, relating to, a Job Seeker contain in that Job Seeker's OnePassport Account and
(b) provided to us, either directly or indirectly, including through a Third Party Provider or another party, by a Job Seeker which we may be authorised to provide you from time to time.
OnePassport means SureComply Technologies Pty Ltd which operates the OnePassport application enabling individuals who join as a Job Seeker to enter, store and make available for access by others, data and information relating to that individual, more particularly described at, and accessible via, the website: www.onepassport.co (or such other website as is advised by OnePassport to us from time to time).
OnePassport Account means an account established by an individual in OnePassport.
Personal Information has the meaning given in the Privacy Act 1988 (Cth) and, for the avoidance of doubt, includes Job Seeker Information.
Portal means the online portal accessible at https://csialtd.com.au/jobmatch, or another website that we may use from time to time.
Privacy Laws means the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), and Information Privacy Act 2009 (Qld), and any other legislation, principles, industry codes and policies relating to the handling of Personal Information.
Service Fees means the fees payable for your, or any Authorised User's, continued access and use of the Portal from time to time.
Terms of Use means our terms of acceptable use in connection with our website, as amended from time to time.
Third Party Provider means third parties with whom we may engage from time to time to perform or provide a service in connection with the Portal including hosting, data warehousing, email, or security services, or to provide a component or service required for a feature of the Portal.
2 Scope of Agreement
2.1 We will provide you a non-exclusive right to access and use the Portal in accordance with this Agreement.
2.2 You acknowledge that the Portal is an online service which may change from time to time.
2.3 The use of the Portal by you and by any Authorised Users is subject to this Agreement, our Terms of Use, and other policies from time to time. In the event of any discrepancy or inconsistency between any of the documents listed above, this Agreement shall prevail to the extent of the inconsistency.
2.4 We will make reasonable efforts to ensure that the Portal is and continues to be available. If we anticipate that the Portal (or any part thereof) will be unavailable for more than a minor length of time, we will attempt to provide you with reasonable notice. However, in circumstances where immediate action is required to protect the Portal or the integrity of the Portal (including Job Seeker Information), we may be required to make the Portal (or part thereof) unavailable without notice.
2.5 The output, or format of output, provided by the Portal may vary from time to time and may not deliver all outputs or formats that you require. No guarantees, warranties, or representations are made as to the accuracy, completeness or utility of any material available through the Portal at any time. Your use of the material available through the Portal is not a substitute for your own independent commercial decisions regarding matters of relevance to your business and you represent and warrant you have made your own enquiries and satisfied yourself of such matters.
2.6 You acknowledge and agree that:
(a) the terms of any Engagement, including, without limitation:
(i) any enquiries made of or required by any of the parties to the Engagement or verification of information provided by any of the parties to the Engagement (whether prior to or during the Engagement);
(ii) any out-of-pocket expenses incurred by any of the parties to the Engagement;
are solely as between the parties to the Engagement;
(b) we are not a party to the Engagement; and
(c) we do not act as employer, employee, contractor, agent, or representative, of any party to an Engagement, and no such relationship between us and any party to an Engagement arises as a result of this Agreement or a party's use of the Portal in connection with the Engagement.
2.7 You represent and warrant at all times that your, and each of your Authorised User's, access and use of the Portal is:
(a) only for the purpose of seeking to complete an Engagement with a Job Seeker; and
(b) not for or in connection with any on-supply agreement, employment agency, recruitment business, or any similar business or activity.
3 Authorised Users
3.1 Each Authorised User must at all relevant times:
(a) be a director, officer, employee, contractor, agent of you or of your holding company, subsidiary, or subsidiary of your holding company, or the trustee of any trust which, if it were an incorporated entity, would be so related to you; and
(b) in this capacity, reasonably require access to the Portal.
3.2 Each Authorised User must accept, and is bound by, our Terms of Use in their use of the Portal. If any Authorised User does not accept our Terms of Use, they must not be provided access to or be provided with the ability to use the Portal.
3.3 You acknowledge and agree that:
(a) it is your sole responsibility to ensure that any access rights or privileges to or within the software for any Authorised User are appropriate to that person's role and position within your or any other company or organisation; and
(b) you are solely responsible and liable for any act or omission of any Authorised User in respect of the Authorised User's access to or use of the Portal.
4 Payments
4.1 Your, and / or any Authorised User's, continued access to and use of the Portal, may be subject to your payment of Service Fees from time to time.
4.2 We will publish the applicable Service Fees on the Portal from time to time. The Service Fees, and / or the basis for calculation of the Service Fees, may vary from time to time. If we change the Service Fees, we will provide you with at least thirty (30) days' notice before the change or such shorter time if we consider a shorter time is reasonably necessary in the circumstances.
4.3 For the avoidance of doubt, the Service Fee is $0. You will be notified in writing in accordance with clause 4.2 if there are changes to the Service Fee.
5 Termination of Service
5.1 In addition to any other rights that we have under this Agreement, at law or otherwise, if (in our opinion):
(a) you have breached this Agreement (including, for the absence of doubt, failure to make any payment as and when due) or any of our applicable policies;
(b) an Authorised User has breached any applicable policies, Terms of Use or any other user terms and conditions applicable to them;
(c) we determine that you are not an organisation delivering community services; or
(d) we determine our operation of the Portal is no longer viable,
we may:
(e) terminate this Agreement;
(f) terminate (in whole or part) access to or use of the Portal by you or by any of your Authorised Users; or
(g) suspend (in whole or part) access to or use of the Portal by you or by any of your Authorised Users,
immediately and without notice.
5.2 If applicable, any credit, refund or other relief offered to you as a result of our exercise of any right under this clause 5.1 is at our sole and absolute discretion.
5.3 You may terminate this Agreement at any time by providing at least thirty (30) days' notice to us in writing.
6 Data
6.1 We may disclose material you upload to the Portal or otherwise provide to us, to Third Party Providers for the purpose of operating the Portal and for you to use the Portal.
6.2 You acknowledge and agree that you will not hold us responsible or liable for any malicious or negligent act or omission of any Third Party Provider.
6.3 We will make all reasonable efforts to keep data that you upload to the Portal confidential and secure in accordance with this Agreement. However, as a consequence of the inherent nature of cloud services:
(a) data may be communicated over networks that are not owned or operated by us;
(b) we are not responsible for any data that is lost, intercepted, altered or stored across such networks;
(c) we are unable to guarantee complete security or confidentiality of data, or that third parties will never be able to defeat our security measures or those of our Third Party Providers.
6.4 We will delete data within a reasonable time after you cease using the Portal or otherwise after receipt of notice from you permitting deletion of the data, unless we:
(a) are required to maintain copies of any data under law or by order of a lawful authority.
(b) in our reasonable opinion, consider that retention of any data is otherwise necessary.
6.5 You represent and warrant in respect of all data which you or an Authorised User may upload to the Portal from time to time that:
(a) the data is at all times compliant with our applicable policies and all appropriate laws and regulations;
(b) you have all necessary rights and permissions to provide the data to us; and
(c) your provision of the data to us does not violate any laws, regulations, or the rights of any third party.
6.6 You represent and warrant that you will not:
(a) store Job Keeper Information in any place or on any system not located in Australia;
(b) transfer or send Job Keeper Information to any place or to any system not located in Australia; or
(c) enable access to Job Keeper Information by any person who is not located in Australia.
6.7 You are solely responsible and liable in respect of:
(a) monitoring the access or use of your data;
(b) the accuracy, completeness, and utility of your data; and
(c) any obligations (or breaches of obligations) under any laws or regulations in respect of your data including, without limitation, Privacy Laws and intellectual property laws.
6.8 You acknowledge and understand that we collect, use and disclosure information in accordance with our privacy policy, which may be amended from time to time and can be found on the following link: https://csialtd.com.au/privacy
6.9 You will comply with all Privacy Laws and other laws relating to the handling and use of Personal Information.
6.10 You acknowledge and agree that you will, upon us providing you with reasonable notice, provide us with reasonable assistance, at your own cost, in respect of any regulatory compliance query as it relates to your use of the Portal, which has arisen under the Privacy Laws, or a similar law in Australia, including any request for information from any Government agency or body that administers the Privacy Laws.
7 Intellectual Property Rights
7.1 You do not obtain any right, title, or interest in Intellectual Property Rights in respect of the Portal.
7.2 Subject to the terms of this Agreement, you grant us a non-exclusive, transferrable, global, royalty-free license to use, copy, modify, adapt, publish, transmit or broadcast, and sub-license any data which you upload to the Portal from time to time.
7.3 This clause 7 will survive termination or expiration of this agreement.
8 Disclaimer
To the extent permitted by law, the Portal is provided "as-is" and we expressly disclaim all warranties or guarantees of any kind, whether express, implied, statutory or arising out of the course of performance, course of dealing or usage of trade including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement. You represent and warrant that you have made your own independent enquiries to satisfy yourself in the absence of any such representation, guarantee or warranty prior to entering into this Agreement or using the Portal or relying any material therein.
9 Warranty and liability
9.1 To the extent that any consumer guarantee or warranty under any statute, common law or otherwise, is read into this Agreement, our liability for failure to comply with any such guarantee is limited, at our sole discretion, to one or more of:
(a) supplying any services again;
(b) payment of the cost of having the services supplied again; or
(c) such other remedy or remedies as is permitted under the relevant law.
9.2 Subject to clause 9.1, to the extent permitted by law, our liability to you, whether in contract, tort (including negligence), statute, or otherwise, in connection with this Agreement (including under an indemnity) is limited to the amount you paid us in the twelve (12) months prior to the act or omission giving rise to the liability.
9.3 You acknowledge and agree that you:
(a) will not hold us responsible or liable for any loss or damage, whether in contract, tort (including negligence), statute, or otherwise in connection with this Agreement, to the extent that you or any other person contributed to the loss or damage;
(b) must take reasonable steps to mitigate any actual or anticipated loss or damage; and
(c) will not hold us responsible or liable for any loss, damage or expenses to the extent that you could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate your loss.
9.4 Without limiting the foregoing, you:
(a) represent and warrant, prior to entering into this Agreement and at all material times thereafter, that you deliver, perform or undertake community services;
(b) acknowledge and agree that all Job Seeker Information is provided by the relevant Job Seeker and we are not responsible or liable for any inaccuracies in any Job Seeker Information; and
(c) represent and warrant, prior to entering into any Engagement and at all material times thereafter, that, in respect of each Engagement, you have made your own independent enquiries (including with the other party to the Engagement) to satisfy yourself of the accuracy, completeness, correctness, or any other matter, in respect of any and all Job Seeker Information made available to you, and in the absence of any representation, guarantee, or warranty from us.
9.5 We are not liable to you for any loss of profit, loss of revenue, loss of contract value, loss of anticipated profit, loss of opportunity, loss of data, or any other indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, suffered or incurred by the other party whether in contract, tort (including negligence), statute, or otherwise, in connection with this Agreement, even if we have been advised of or ought otherwise be aware of the possibility of such loss.
10 Indemnity
You indemnify and keep us, our directors, officers, employees, contractors and agents, from and against any claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, charge, liability, or expense (including legal costs and expenses on an indemnity basis) however arising, whether present, unascertained, immediate, future or contingent, and whether based in contract, tort, statute, or otherwise, as a result of any:
(a) deliberate or negligent breach of this Agreement or any of our applicable policies;
(b) Job Seeker Information being invalid, incorrect, inaccurate, not current, or infringing the rights of another person;
(c) use or reliance on any Job Seeker Information, or any information derived therefrom;
(d) act or omission by you or any other party in respect of an Engagement between you and another person;
(e) infringement of the Intellectual Property Rights of a third party; or
(f) breach or infringement of any law,
by you or any Authorised User.
11 Damages inadequate
You acknowledge and agree that any breach by you of this Agreement may constitute an unlawful and unfair business practice, and may cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining, in addition to any other remedies we may have in law or equity, any injunctive or equitable relief that we deem necessary or appropriate in such circumstances.
12 Third party claims
If any claim is brought against you by a third party alleging that your use of the Portal infringes the claimant's rights or has caused the claimant loss or damage (whether in contract, tort (including negligence), statute, or otherwise, in connection with this Agreement):
(a) you must promptly notify us and supply full details of the claim;
(b) we shall consult with you on an appropriate course of action and shall seek to minimise the effect of the claim on each other's business;
(c) we shall have the right, but not the obligation, to take control of the conduct of the defence of the claim including any litigation and settlement negotiations;
(d) subject to clause 9, we will pay any damages and costs awarded against you in connection with any claim; and
(e) we shall have the right, at our sole option, to:
(i) negotiate terms for your continued use of the Portal;
(ii) modify the Portal to mitigate the claim; and / or
(iii) terminate this Agreement with immediate effect.
13 Dispute resolution
13.1 If you believe you have a reason to raise a dispute with us under this Agreement for any reason, you must first provide us with written notice of the dispute including particulars of the dispute. Our authorised representatives will, within seven (7) days, discuss the dispute in good faith and attempt to resolve the dispute.
13.2 If our authorised representatives are unsuccessful in resolving the dispute within thirty (30) days of our receiving notice of the dispute, either of us may refer the dispute for mediation. The mediation will be held in Brisbane, Australia and will be mediated by an agreed mediator, or if no mediator is agreed, by a mediator nominated by the President of the Queensland Law Society or the President's nominee. Each of us must bear our own costs of the mediation and bear equally the mediator's costs, and are entitled to legal representation at the mediation.
13.3 You acknowledge and agree that you may not commence Court proceedings (except for urgent interlocutory relief) against us without first complying with this clause 13.
14 GST
14.1 This clause 14 applies if a party to this agreement is, or becomes, liable to pay GST regarding any Supply of goods, services or anything else under this Agreement.
Defined terms
14.2 Capitalised expressions which are not defined in this Agreement but which have a defined meaning in the GST Act have the same meaning in this clause 14.
GST payable in addition to consideration
14.3 If a party (Supplier) makes a Taxable Supply under this Agreement, then the Recipient of the Taxable Supply, must pay the Supplier the GST payable on the Taxable Supply in addition to the consideration for the Supply.
Tax Invoice
14.4 In relation to a Supply being made under this Agreement, the Supplier must provide to the Recipient a Tax Invoice or other documentation that complies with the requirements for a valid Tax Invoice under the GST Act.
Payment of GST
14.5 Subject to the Supplier issuing a Tax Invoice to the Recipient as required under clause 14.4, the Recipient must pay the GST on the Taxable Supply under this Agreement to the Supplier at the same time as the Recipient pays the consideration for the Supply to the Supplier.
Reimbursement or indemnity
14.6 Despite any other provision of this Agreement, if the whole or part of any consideration under this Agreement is a reimbursement or an indemnity to one party of an expense, loss, outgoing or liability incurred or to be incurred by the other party, the consideration excludes any GST included in such expense, loss, outgoing or liability incurred or to be incurred for which the other party can claim an Input Tax Credit. The other party will be assumed to be entitled to a full Input Tax Credit unless it can establish otherwise.
Survival
14.7 This clause 14 will survive termination or expiration of this Agreement.
15 Confidentiality
15.1 Save as otherwise provided by this Agreement (including clause 6.3), a party will not, without the prior written approval of the other party, disclose the other party’s Confidential Information or use the other party’s Confidential Information other than for the purposes of this Agreement.
15.2 A party will not be in breach of clause 15.1 in circumstances where it is legally compelled to disclose the other party’s Confidential Information.
15.3 Each party will take all reasonable steps to ensure that its employees, and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other party’s Confidential Information.
15.4 Notwithstanding any other provision of this clause, either party may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to its 'Related Bodies Corporate' (as that term is defined under the Corporations Act 2001 (Cth)), solicitors, auditors, insurers or accountants, and shall ensure that every person to whom that disclosure is made uses that information solely for the purposes of advising or reporting to that party.
15.5 This clause 15 will survive the termination or expiration of this Agreement.
16 Force Majeure
If we are subject to any extraordinary and unforeseeable event beyond the reasonable expectation of this Agreement or control of any party to this Agreement including:
(a) act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
(b) war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
(c) act of public enemy, sabotage, malicious damage, terrorism or civil unrest;
(d) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority;
(e) pandemic, epidemic, local regional or global medical emergency, or any resulting quarantine, lock-down, international or intranational border closure, or other government action; and
(f) strikes, blockades, lock out or other industrial disputes,
we will give you written notice as soon as reasonably practicable of the nature and effect of the event and will make all reasonable efforts to minimise the effect of the event. You acknowledge and agree that we are not responsible or liable for any omission or delay as a result of the event.
17 Notices
17.1 For all correspondence to us, please contact us through the contact details provided through the Portal from time to time and, if no details are provided, then by: [email protected].
17.2 If we are required to correspond with you, we will contact you via the contact details you provide through the Portal. In instances where we have multiple contact details available for you, we will contact you using the most recent contact details we have on file. You represent and warrant that the contact details that you provide us are and will be kept up-to-date.
18 Miscellaneous
18.1 We may transfer, sub-contract or assign our rights or obligations arising under this Agreement. You agree to take all steps necessary to enable us to transfer, assign, charge, sub-contract or otherwise dispose of this Agreement.
18.2 Any waiver of any of our rights under this Agreement is not effective unless in writing signed by us. Any failure or delay by us in exercising a right under this Agreement does not constitute a waiver of our rights. Any waiver by us will only waive our particular rights in the particular circumstances and will not waive any of our other rights, or the same rights in other circumstances.
18.3 If any clause of this Agreement is illegal, void or unenforceable in any jurisdiction, that clause may be severed for the purpose of that jurisdiction only and the remainder of this Agreement continues in full force and effect in that jurisdiction.
18.4 This Agreement constitutes the whole of the agreement between us and sets out all the parties' rights and obligations relating to the subject matter therein, and replaces all earlier representations, statements, agreements and understandings except as stated otherwise in this Agreement.. You acknowledge and agree that you have not relied on any statement, representation, assurance or warranty made by any person (including a third party) in entering into this Agreement.
18.5 You acknowledge and agree that:
(a) where you may have a dispute or claim against us, this Agreement shall be interpreted in accordance with Australian law and you submit to the exclusive jurisdiction and venue of Queensland, Australia; and
(b) where we may have a dispute or claim against you, due to the variety of events which may occur and which may cause us loss, we may be required to take action in other jurisdictions in order to protect our rights and you submit to whichever jurisdiction we consider appropriate for such dispute or claim.
19 Interpretation
In this Agreement, unless the context otherwise requires:
19.1 A reference to an agreement includes any variation or replacement of the agreement.
19.2 A reference to money, dollars, currency, or '$', is a reference to Australian currency.
19.3 Headings are provided for convenience and do not affect the interpretation of the documents making up this Agreement.
19.4 The words “include”, “includes” and “including” must be read as if followed by the words “without limitation”.
19.5 The singular includes the plural and the plural includes the singular.
19.6 If a word or phrase is defined its other grammatical forms have corresponding meanings.
19.7 Agreements, representations and warranties made by two or more people will bind them jointly and severally.
19.8 A reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation.
19.9 A person includes the person’s executors, administrators and permitted novatees and assignees.
19.10 No rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it.
This Agreement was last revised on 14/07/2020.