Details of the services we are contracting you for are contained in your Engagement Letter. In addition to the detail you find there, please note that you must:
- provide the Services in a competent, professional and responsible manner;
- exercise the standard of skill and care expected of a contractor experienced in providing services in the nature of the Services;
- comply with WAYTCo’s policies and procedures relevant to the provision of the Services or when attending at WAYTCo’s premises;
- report to the WAYTCo on the performance of the Services at the times and in the manner WAYTCo may reasonably require;
- comply with any laws that apply to the provision of the Services, and obtain the necessary licences, registrations, or permits required for the provision of the Services; and
- not use, or attempt to use, WAYTCo’s computers or computer network to access data or facilities, other than as directly required to provide the Services.
You may engage in other work during the term of this agreement, provided that performing this work does not conflict with your obligations under this agreement. You must immediately inform us in writing of any actual or potential conflict of interest.
Date of Services
See Engagement Letter for detail.
For multi-week engagements you will also be provided with a Program Schedule, which will contain all the quick reference information you need to ensure you arrive at your engagement/s prepared and on time.
We may terminate your Services at any time (including before the provision of the Services on the dates noted) in accordance with the termination provisions of this Agreement.
Fee for Services
The breakdown and total of fee/s you will be paid are laid out in your Engagement Letter, including your Superannuation calculation.
Where you are engaged to deliver multi-week programs, you may be provided with a separate Pay Schedule to assist with your invoicing.
In order to receive payment, you must issue us with a tax invoice. That tax invoice must:
- contain your ABN, if you have one;
- specify the fee owing to you, and how the fee was calculated (e.g. hours of work or result achieved); and
- qualify as a tax invoice as defined in the New Tax System (Goods and Services Tax) Act 1999 (Cth).
Should you not have an ABN, you will need to complete, and return with your invoice, a Statement by Supplier. Go to:
We will pay the fees due to you within 14 days of receiving that tax invoice from you.
To facilitate payment of the above-mentioned Super, please ensure you have provided us with your Superannuation Fund details:
- Super Fund name
- Fund ABN
- Sub-fund Name (if relevant)
- Client name
- Client number
- Account number
Location and facilities
Refer to Engagement Letter.
We will provide you with access to our equipment and resources, where reasonably necessary in order to perform the Services. However, you are responsible for ensuring that you have all that you require for your use in performing the Services.
Occupational health and safety and Equal opportunity
You must comply with all applicable occupational health and safety laws, all safety instructions that we issue (including any health and safety notices and handbooks) and all reasonable directions that we may issue to you regarding health and safety. You agree that you will immediately notify us upon becoming aware of any health and safety incidents that occur in the provision of the Services.
You must comply with all relevant equal opportunity legislation and standards and any policies notified to you by us, for the duration of this agreement.
You are responsible for your own expenses incurred in providing the Services unless we agree in advance to reimburse you for any reasonable out-of-pocket expenses.
If we agree to reimburse you for those expenses prior to their incursion, you may include those expenses on your tax invoice and provide us with copies of relevant receipts, and we will reimburse you.
Relationship created by this agreement
This agreement creates a relationship between the parties of principal and contractor. The parties agree that they do not intend to create any relationship of agency or employment between themselves.
This agreement may be terminated by either party at any time by giving to the other party 3 days’ notice in writing.
We may at any time terminate this agreement without notice and with immediate effect if you commit a serious breach of this agreement.
Upon termination of this agreement, you must immediately return to us all property in your possession that belongs to us.
Intellectual property rights
You agree that WAYTCo owns all Intellectual Property that you develop or conceive in the course of or arising out of your engagement with us, whether alone or in conjunction with someone else, and whether in the course of, as a consequence of or in relation to the performance of the Services.
You agree to assign to us all Intellectual Property that you create in the course of or in connection with the provision of Services to us. You are required to inform us of all such Intellectual Property.
You will do anything necessary, including executing any documents, such as an assignment, for the purpose of effecting, perfecting and protecting WAYTCo’s title or that of its nominee to the Intellectual Property, in Australia or such other countries, as we require.
You may not make use of or reproduce any Intellectual Property owned by WAYTCo without our prior written approval, other than in the performance of the Services.
‘Intellectual Property’ means all present and future rights to intellectual property including any inventions and improvements, trade marks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula. It also includes any other proprietary licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields.
Your obligations under this clause 9 survive termination of this agreement.
If you have Moral Rights in any Intellectual Property owned by us, then by entering into this agreement, you:
- irrevocably consent to any alteration or variation of the Intellectual Property in any manner for the purpose of our business, without any further reference to you, or using or applying the Intellectual Property for any purpose related to our business without any attribution of authorship;
- agree that your consent extends to acts and omissions by our licensees and successors in title; and
- agree that your consent is a genuine consent given under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.
‘Moral Rights’ means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
Your obligations under this clause 10 survive termination of this agreement.
Taxation and insurance
You acknowledge that you are responsible for payment of all taxes that apply to you in respect of the performance of the Services.
You acknowledge and agree that you have your own arrangements to ensure adequate insurance coverage, for you and any workers engaged by you, including cover for any liability arising from any act, error or omission by you and that we do not have any liability towards you in this regard.
You agree to indemnify and keep indemnified WAYTCo from any claim against WAYTCo that arises out of, or in connection with, any breach of the agreement by you, or any default, or any negligent or wilful act or omission by you or your workers.
A ‘claim’ for the purposes of this clause means any action, application, arbitration, cause of action, complaint, cost, expense, debt due, demand, determination, inquiry, judgment or verdict.
In signing this agreement, and providing Services in accordance with it, you warrant that:
- there are no legal restrictions that would prevent you providing the Services and you will act lawfully in providing the Services;
- you hold a current Working with Children Check and will ensure that you continue to do so throughout the duration of the agreement;
- you will not infringe the Intellectual Property of any third parties in providing the Services;
- you will comply with all WAYTCo policies and procedures relevant to the provision of the Services, as introduced or amended from time to time; and
- (if applicable) you have a valid ABN that has been advised to us.
This agreement is governed by the law in force in Western Australia.
This agreement constitutes the entire agreement between the parties in respect of the provision of Services.