Client Service Agreement


SCHEDULE 3 – DEFINITIONS AND INTERPRETATION

Definitions

In this Contract, and within the terms and conditions of Remote Staff’s website at www.remotestaff.com.au , unless the context requires another meaning:

"Assignment" means a temporary placement The Client have for a Remote Staff Service Provider of not more than twelve (12) months.

"Assignment Specification" means the information The Client include in the relevant Request for Services for each Assignment, including:

  • The Client’s identity;
  • The start date of the Assignment;
  • The services to be provided during the Assignment by the Remote Staff Service Provider;
  • The temporary rate of pay for the services;
  • The duration of the Assignment;
  • The location of the Assignment.

"Business Day" means a day on which banks are open for business in New South Wales, Australia.

"Commencement Date" means the date this Contract is signed by The Client.

"Confidential Information" means any proprietary information or material belonging to a party, including, without limitation, all data and information relating to a party and their respective operations, facilities, personnel, assets, products, sales and transactions whether or not such information is provided to a party to this Contract before or after the Commencement Date.

"Contract" means this Contract and its schedules as amended from time to time in writing by the parties.

"Fees" means the fees specified in Schedule 2.

"GST" means a goods and services tax, consumption tax, value-added tax, retail turnover tax or a tax of a similar nature. (GST is non applicable to companies outside Australia)

"Input Tax" means an amount equal to the amount of GST paid or payable for the supply of any thing acquired.

"Intellectual Property Rights" means all rights whether registrable, registered or unregistered in any patent, trademark, trade name, business name, brand name, company name, copyright, registered design or other design right or circuit layout right or any applications for or rights to obtain or acquire any such rights including moral rights.

"Moral Rights" means rights and integrity, rights of attribution and other rights of an analogous nature which may now exist or may exist in the future in respect of licensed property under the Copyright Act 1968 (Cth) or under the law of any country other than Australia.

"Personal Information" means any information about an individual that identifies that individual, or by which that individual’s identity can be reasonably determined and any further information can be considered personal by the Privacy Legislation.

"Primary Payment" means any payment by Remote Staff to The Client of any fees or any amount payable by The Client to Remote Staff under this Contract.

"Privacy Legislation" means the Privacy Act (Cth) 1988 and the Privacy and Personal Information Protection Act NSW 1988.

"Remote Staff" means Think Innovations Pty Ltd (ABN 37 094 364 511).

"Remote Staff Clients" means businesses and organisations who retain the Services of Remote Staff to provide the Services on similar terms to this Contract including The Client.

"Remote Staff Privacy Policy" means the privacy policy provided to The Client by Remote Staff from time to time.

"Remote Staff Service Provider" means any individual who provides their Services to The Client through Remote Staff for Assignments from time to time, in accordance with Remote Staff’s terms and conditions of engagement and this Contract.

"Request for Services" means the request sent by The Client to Remote Staff from time to time in accordance with the Clients online acknowledgement request found on the remote staff websites.

"Remotestaff Website" refers to the websites Remotestaff  has online.  These include www.remotestaff.com.au ,www.remotestaff.co.in, www.remotestaff.com.ph, www.remotestaff.biz, www.remotestaff.co.uk

"Services" means the services to be provided to The Client by Remote Staff specified in each Request for Services issued by The Client to Remote Staff under this Contract.

"Tax Invoice" means an invoice in the format required by the law and which also shows the amount of the GST payable by The Client in respect of the relevant Primary Payment.

"Third Party" means a party not being a party to this Contract; and

"The Client" means the entity accepts the scope, terms and conditions of this Contract in accordance with Clause 24, and goes on to engage Remote Staff to provide it with outplacement services.

Interpretation

In this Contract, unless otherwise indicated by the context:

  1. words importing the singular include the plural and vice versa;
  2. headings are for convenience only and do not affect interpretation of this Contract;
  3. a reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Contract;
  4. where any word or phrase is given a definite meaning in this Contract, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
  5. an expression importing a natural person includes a body corporate, partnership, joint venture or association;
  6. a reference to a statute or regulation includes all amendments, consolidations or replacements thereof;
  7. a reference to a party to a document includes that party’s successors and permitted assigns;
  8. no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Contract;
  9. a covenant or agreement on the part of two or more persons binds them severally; and
  10. a reference to a body, whether statutory or not;

    1. which ceases to exist; or

    2. whose powers or functions are transferred to another body;

    is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

Think Innovations Pty Ltd ABN: 37 094 364 511.
Postal Address: PO Box 327 Balmain NSW 2041 Australia

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