PLATFORM AGREEMENT

FOR MARKETPLACE SERVICES

Updated Jul 21, 2017

Welcome to Nvoi, a website providing skilled worker exchanges that foster and encourage contingent employment services. Our website www.meetnvoi.com (the “platform”) is operated and provided by Nvoi Australia Pty Ltd ABN 59 167 434 326 and our related bodies corporate (as defined in the Corporations Act 2001 (Cth)) (“we”, “us”, “our”).

Please read this agreement carefully.

  1. General Terms and Conditions

    1. The information and services offered through the platform, are provided to you under these Terms and Conditions (this “agreement”). By commencing the registration process, or using the platform, you agree to be bound by all the terms and conditions contained in this agreement, including any referenced operating rules or policies. You further agree, to the extent permitted by law, that we may from time to time change any terms, conditions, operating rules or policies without notice to you. All such changes will appear on the platform and come into effect immediately. If you consider any changes to be detrimental or unacceptable to you, you agree to stop using the platform.
  2. Registration

    1. To access and use the platform, you must complete the registration process, as either a person seeking employment (“skilled worker”) or as a person, business or entity seeking skilled workers (“hiring manager”), (collectively “platformusers”), and provide the relevant information (“content”) required or recommended by us.
    2. You may not register or access the platform, without our prior permission, if you are an organisation, employee or associate of an organisation that provides services similar to us, in particular services that advertise employment or work arrangements of any type, acts as an intermediary for such work arrangements, provide for the on-hire of any form of labour to another organisation, or which we regard as providing competing services to us.
    3. We may, at our sole discretion, refuse or cancel your registration without explanation to you.
  3. Use of the (skilled worker exchange) platform

    1. If you are a skilled worker, the platform is designed to assist you:
      1. To create and maintain your personal profile and content, so to assist potential hiring managers in identifying your relevant skills, for the purpose of engaging your services for any length of time;
      2. To publish your availability diary, to facilitate potential hiring managers to pre-book your services for any period of time;
      3. To apply for available job openings within organisations or hiring managers you identify as preferential; and
      4. To create a personal brand, for the purpose of enhancing your professional reputation and increasing the demand and value of your services.
    2. If you are a hiring manager, the platform is designed to assist you:
      1. To create and maintain your (or your organisation’s) profile and content, for the purposes of attracting skilled workers;
      2. To search available skilled workers, including their availability, to allow you to engage their services quickly and promptly;
      3. To publish job openings and encourage a wider community of skilled workers to apply for your open positions; and
      4. To create a personal or corporate brand, for the purposes of enhancing your hiring reputation and increasing your available pool of skilled worker followers.
    3. We employ security measures designed for the protection of information and data. However, you acknowledge that transmission of your electronic communications over third-party networks is necessary for your use of the platform. You agree that we are not responsible for any electronic communication and/or data which is lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by us. You further agree that we are not responsible for any loss of service due to a denial of service attack or communication outage.
  4. Privacy

    1. We are the sole owner of the information collected on the platform. We will not sell, resell, share, lease or rent this information to others in ways different from what is disclosed in this agreement. We collect information from platform users at several different points on the platform, to improve the quality and services we provide.
    2. In order to use the platform effectively, it is necessary for you to disclose personal information, including your name, email address, phone number and any other information reasonably requested in order for us to provide the services contemplated by this agreement to other platform users.
  5. Your Responsibilities

    In addition to your other responsibilities, you agree to:

    1. Provide and maintain accurate, current and complete information about you (or your organisation) on your profile pages;
    2. Be solely responsible for the accuracy, quality, integrity and legality of your content and the means by which such content is acquired;
    3. Use and protect appropriate passwords to ensure security of your content and to prevent unauthorised use of the platform, notifying us promptly of any suspected or actual unauthorised use;
    4. Use the platform for your own purposes only, and not permit any third-party to sell, resell, rent, or lease the platform, nor to analyse, document or benchmark the functionality or performance of the platform, without our prior written consent;
    5. Use the platform in accordance with our operating rules and policies, applicable laws and regulations, and not use the platform to store or transmit defamatory, derogatory, malicious or otherwise unlawful material including material in violation of third-party rights;
    6. Not to harvest, collect or store information about other platform users, or to use such information for any purpose inconsistent with the purpose of the platform;
    7. Not copy the platform or any part, feature, function or user interface thereof;
    8. Not access the platform in order to build a competitive product or service or link the platform to any other website; and
    9. Not reverse engineer or attempt to interfere or disrupt the operations of the platform by any means.
  6. Our Responsibilities

    In addition to our other responsibilities, we will:

    1. Use commercially reasonable efforts to keep the platform available 24 hours a day, 7 days a week, and if, for any reason, we need to interrupt the services for maintenance or other developments, we will endeavour to broadcast in advance details of such activity;
    2. Take reasonable care of the physical security, integrity and backup of your content;
    3. Meet our privacy law obligations and comply with our privacy policy;
    4. Not take responsibility for content submitted by you or other platform users. We do not pre-screen, monitor, review or edit content posted. However, we have the right (but not the obligation) at our sole discretion to refuse or remove any content, in whole or part, that in our judgment does not comply with this agreement or is otherwise undesirable, inappropriate or inaccurate. We are not responsible for any failure, non-failure or delay in removing such content; and
    5. Not take responsibility for the content, availability, advertising, products or other materials of any external third-party links contained in any platform user content. These links (if any) do not imply our endorsement of, or association with, the platform. It is your sole responsibility to comply with any appropriate terms of service of these third-party links, as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such linked sites and any content contained thereon.
  7. Intellectual Property Rights

    1. You acknowledge and agree that all information including but not limited to data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, including content contained in hiring manager advertisements, may be protected by copyright, trademark, service mark, patent or other proprietary rights and laws.
    2. Thus, all content is either our copyrighted property, or the copyrighted content of the relevant platform user that created and submitted the content, and its affiliates or licensors. We, or the relevant platform user, retain all rights, titles, and interests in the relevant intellectual property.
    3. Unless expressly permitted by us or the relevant platform user, you may not copy, reproduce, distribute, publish, display, modify, create derivative or in any way exploit any part of the relevant intellectual property.  Neither you nor any third-party will make use of the contents of the relevant intellectual property in any manner that constitutes an unauthorised infringement of such owner’s rights.
    4. In relation to your content, you:
      1. grant us a royalty-free, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, reproduce, modify, publish, list, edit, translate, distribute and publicly display content, use your intellectual property in whole or in part, and in any form, media or technology for use in connection with the platform;
      2. as a hiring manager, grant to each skilled worker a non-exclusive licence to access your content through the platform, and to use, reproduce, distribute and display such content only to the extent permitted through the normal functionality of the platform;
      3. as a skilled worker, grant to each hiring manager a non-exclusive licence to access your content through the platform, and to use, reproduce, distribute and display such content only to the extent permitted through the normal functionality of the platform, and subject to relevant privacy laws and this agreement; and
      4. agree and acknowledge that such licences granted herein will terminate within 14 days from the date you remove such content from the platform or when you ceased to be registered as a platform user.
  8. Relationship Between You and Us

    1. Under this agreement, we are not a party to any dealings, whether or not facilitated by the platform. This includes, but is not limited to, any dealings between platform users in terms of content, assessment, screening and selection.
    2. We provide the platform to allow platform users to self-search for each other, for skilled workers to self-assess the suitability of an assignment, and for hiring managers to self-assess the suitability of skilled workers.
    3. We make no representations as to:
      1. the truth or accuracy of information posted by platform users;
      2. the suitability of an assignment for a skilled worker;
      3. the suitability of a skilled worker for an assignment; or
      4. the ability of the skilled worker to provide the assignment services.
    4. It is the responsibility of platform users to make their own assessment of suitability for an assignment, to make an assignment offer to us, and/or to accept the terms of an assignment offer from us.
    5. You agree and acknowledge:
      1. Registration with us does not create a relationship of employment, partnership, agency, joint venture or franchise between you and us;
      2. This agreement does not create any relationship between a hiring manager and us, between a skilled worker and us, or between platform users;
      3.  A hiring manager is not obligated to make an assignment offer to any skilled worker;
      4. A skilled worker is not obliged to accept an assignment offer available through us from a hiring manager; and
      5. We will only initiate an active assignment on the terms of an assignment confirmation document and:
        1. in circumstances of you being a hiring manager, subject to a separate Client Agreement or
        2. in circumstances of you being a skilled worker, subject to a separate Casual Employee Agreement.
  9. Exclusive Method to Create Work Arrangements

    1. If a hiring manager wishes to enter into work arrangements through the use of the platform with a person who is not registered, that person must become a registered skilled worker and access the hiring manager’s assignment through the platform.
    2. If a skilled worker wishes to enter into work arrangements through the use of the platform with an organisation that is not registered, the organisation must become a registered hiring manager and make an assignment offer to the skilled worker through the platform to initiate an active assignment.
    3. You agree that each platform user who connects with or identifies you through the platform, including platform users who have participated in a previous assignment through us, will only enter a work arrangement with you through the platform (“exclusive method”), and you, including any associate or related party, will:
      1. not solicit, make or accept proposals for work arrangements with any parties identified by you on the platform, or with whom we would reasonably have expected to have been identified by you, based on evidence from activity on the platform;
      2. not accept or solicit or offer payment for work arrangements with any platform user outside the platform; and
      3. immediately notify us if any party improperly contacts you or seeks to create work arrangements with you outside the platform.
    4. The fees we receive from providing platform access arise only from the provision of services described in the active assignment agreement. Therefore, you acknowledge and agree that:
      1. for a period of 12 months from the first time you identify or are identified by the other platform user through the platform, you must use us as the exclusive method to arrange, contract for, and conduct, work arrangements with that particular platform user, their associates or related parties;
      2. we will at all times reasonably assist your ability to transition a skilled worker into becoming a permanent employee of the hiring manager, their associates or related parties, in exchange for the payment by the hiring manager to us of a relevant transition fee at our then standard rates; and
      3. when a platform user breaks this exclusivity obligation, the relevant hiring manager will pay us a recruitment fee at our then standard rates.
    5. The obligations in clause do not prevent platform users entering into work arrangements with unrelated parties who are not platform users.
  10. Termination

    1. You may terminate this agreement at any time at your discretion by cancelling your registration.
    2. We may terminate this agreement at any time at our discretion by cancelling your registration.
  11. GENERAL

    1. Entire Agreement

      This agreement and the transactions contemplated by it constitute the entire agreement with you to access the platform, and supersedes all prior representations and agreements.

    2. Governing Law and Jurisdiction

      This agreement will be governed by and construed in accordance with the laws in the State of New South Wales. You hereby irrevocably and unconditionally submit to the jurisdiction of the courts of New South Wales and any courts that have jurisdiction to hear appeals from any of those courts and waive any right to object to any proceedings being brought in those courts.

    3. Severance

      If the whole or any part of a provision of this agreement is void, unenforceable or illegal in a competent jurisdiction it is severed for that jurisdiction. The remainder of this agreement has full force and effect, and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

    4. Survival

      The obligations in clauses 4, 5, 7 and 9 of this agreement are continuing obligations, separate and independent from any other obligations, and survive termination of this agreement.

    5. Dispute resolution

      Any disputes arising in connection with this agreement which cannot be settled by negotiation between you and us or our representatives will be submitted to arbitration in accordance with the Rules of Conduct of Commercial Arbitrations of the Institute of Arbitrators and Mediators Australia. During such arbitration, all parties may be represented by any representative of their choosing.

    6. Limitation of Liability

      To the extent permitted by law, and without excluding, restricting or modifying any rights or remedies to which you may be entitled at law, including under any applicable consumer guarantee provisions of the Australian Consumer Law:

      1. this agreement exhaustively governs all of the liabilities that a party owes to the other party arising from, or in connection with, this agreement;
      2. except as expressly set out in this agreement, each party excludes all express or implied representations, conditions, warranties and guarantees arising from or in connection with this agreement, whether based in statute, regulation, common law or otherwise;
      3. each party's liability to the other party for loss or damage of any kind arising out of this agreement or in connection with the relationships established by it is reduced to the extent (if any) that the other party causes or contributes to the loss or damage.  This reduction applies whether the liability is in contract, tort (including negligence), under any statute or otherwise; and
      4. neither party will be liable to the other for indirect and consequential loss arising from or connected to this agreement in contract, tort, under any statute or otherwise (including, without limitation, for loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind) unless such loss arises as a result of the first party's own negligence or wilful misconduct.

    7. Indemnities

      Each party indemnifies the other party, its related bodies corporate and representatives of the other party and its related bodies corporate against any loss arising from:

      1. negligence, fraud, misconduct, act, omission or breach of legislation;
      2. injury to or death of any person;
      3. damage to tangible property or infringement of intellectual property rights; or
      4. a breach of privacy or confidentiality obligations,

      to the extent that such loss is caused by an act or omission of the first party, its related bodies corporate or its representatives in connection with this agreement.

      In addition, you must pay to us on demand an amount equal to all losses, damages, liabilities, charges, expenses, compensation, fines, penalties, payment outgoings or costs and all related costs and expenses (including reasonable legal fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) of any nature or kind, however it arises and whether it is present or future, fixed or unascertained, actual or contingent, suffered or incurred by us or any related body corporate of us arising from or in connection with any claims, alleged claims, actions, suits or proceedings by any person of any nature or kind ("claim") by a third-party against us to the extent that such claim arises from or in connection with any:

      1. breach of this agreement by you; or
      2. act or omission by you arising directly from or in connection with this agreement.

      The terms of the above indemnities do not operate to modify, restrict or exclude any claim that you may be entitled to make under the Australian Consumer Law.

    8. Notices

      Any notice or communication given by us to you under this agreement will be posted to your contact information on the platform.

      Any notice or communication given by you to us under this agreement will be posted to our “help/contact” page on the platform.