terms and conditions

1.      Welcome to our Platform!

Welcome to uPaged, the marketplace designed to connect health professionals (Talent) with healthcare organisations looking to engage persons to assist them with health services (Clients).  These terms and conditions (Terms) are entered into between uPaged Pty Ltd (ABN 16 632 742 262) (we, us or our) and you, the person or entity using Our Services (either a Client or Talent), together the Parties and each a Party.  These Terms supplement and incorporate our Privacy Policy and any other guidelines posted on the Platform which relate to the provision of Our Services.  If you are a Client and wish to operate under the Payroll Model, your use of Our Services is additionally governed by the Client Payroll Agreement you enter into with us.

2.      Acceptance and our disclosures

You accept our Terms by clicking “I accept” or registering an Account on the Platform or using the Platform or Our Services.  Please read these Terms carefully prior to accepting them or using Our Services. By accepting these Terms, you agree that:

(a)    you (a Client) may be required to pay us a Reassignment Fee if you engage a Talent for a permanent position and you have previously engaged the Talent through our Platform in the past six months or a Change Fee if you wish to change your Engagement Type;

(b)    we may amend these Terms (including any amounts payable by a Client or Talent) at any time with notice in advance. If you do not agree to the change, you may terminate these Terms without penalty (which will also terminate any Engagement and if applicable, the Client Payroll Agreement);

(c)     you are prohibited from using Our Services (including the Platform Content) in any way that competes with our business and we may hold you responsible for Liability we suffer if you use our Platform in this manner;

(d)    by submitting your User Content onto the Platform, you give us an irrevocable licence to use it;

(e)    you may be required to pay our costs arising from your (or your Personnel’s) acts or omissions, your (or your Personnel’s) breach of these Terms;

(f)     if these Terms express a time within which Our Services are to be provided, you agree that such time is an estimate only, and creates no obligation on us to provide Our Services by that time;

(g)    we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise);

(h)    subject to your Statutory Rights, Our Services are provided “as is” without any guarantees or warranties and you have not relied on any representations or warranties made by us that are not included in these Terms or if applicable, the Client Payroll Agreement;

(i)     subject to your Statutory Rights, we will not refund any amounts paid by you;

(j)     subject to your Statutory Rights, we exclude and limit our Liability and our Liability is capped;

(k)    if your personal information is collected by us under these Terms, your personal information may be disclosed to third parties in accordance with our Privacy Policy and these Terms;

(l)     you agree that we may advertise or publicise the broad nature of our provision of Our Services to you, including on our Platform or in our promotional material;

(m)   under the Payroll Model, we receive a fee for Our Services from Clients;

(n)    under the Casual Model, if advertised on our Platform, we may offer a Promotional Opportunity being a financial incentive to a Talent (a uPaged Perk as outlined on our Platform) to encourage Talent to fill a specific shift. This opportunity (if available) is subject to the terms and conditions as set out on the Platform.

3.      Eligibility

You are ineligible to use Our Services if you:

(a)    are not able to form legally binding contracts;

(b)    are under the age of 16;

(c)     are a person barred from receiving and rendering services under the laws of Australia or any other applicable jurisdiction;

(d)    are suspended by us from using the Platform; or

(e)    do not hold a valid email address.

We may (in our sole discretion and without Liability):

(a)    refuse to allow you to set up an Account;

(b)    make access to and use of certain parts of the Platform subject to conditions or requirements (including Identity Verification or Reliability Rating);

(c)     terminate these Terms; and/or

(d)    ban you from using Our Services if you engage in conduct we do not accept under clause 4.

4.      Platform code of conduct

When you use Our Services, we expect you to abide by a certain standard of behaviour.

You must not, (and if you are a Client, you must take reasonable steps to ensure that your Authorised Users do not), whether directly or indirectly:

(a)    do, or attempt to do, anything that is unlawful or prohibited by any Laws which apply to Our Services or your use of Our Services;

(b)    do, or attempt to do, anything that would constitute a breach of an individual’s privacy or in breach of privacy laws (including uploading private or personal information without an individual’s consent or using our Platform to engage in identity theft or “phishing”);

(c)     use Our Services to send unsolicited email messages;

(d)    use Our Services to discriminate against others (especially when based on race, religion, gender, sexual orientation, age, disability, ancestry or national origin) or in a manner which would or would likely incite, promote or support such discrimination or promote hostility or violence;

(e)    use Our Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted or send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;

(f)     introduce malicious programs into our hardware and software or Systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;

(g)    engage in offensive or inappropriate conduct or do, or attempt to do, anything which we would reasonably consider inappropriate; or anything which might bring us or Our Services into disrepute;

(h)    use Our Services in any way that damages, interferes with or interrupts the supply of Our Services;

(i)     carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(j)     use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of Our Services or interfere with any user using our Platform;

(k)    tamper with or modify our Platform, knowingly transmit viruses or other disabling features, or damage or interfere with our Platform, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;

(l)     circumvent user authentication or security of any of Our Services, networks, accounts or hosts or those of our other users;

(m)   facilitate or assist a third party to do any of the above acts; and/or

(n)    use Our Services (including the Platform Content) in any way that competes with our business.  If you breach this term, we will hold you responsible for Liability we suffer, and hold you accountable for any profits that you may make from non-permitted use.

If we reasonably believe that you are using Our Services to engage in the above prohibited conduct, we may permanently or temporarily terminate or suspend your access to Our Service with notice and without Liability. This clause will survive the termination or expiry of these Terms.

5.      Fees payable to us

This clause is only applicable to Clients and “you” is a reference to a Client in this clause.

Price

In consideration for us providing Our Services, if you wish to engage Talent under the Payroll Model, you agree to pay us the Price under the Client Payroll Agreement for the Payroll Services we provide under that agreement.

Service Fee

In consideration for us providing Our Services, if you wish to engage Talent under the Casual Model, you agree to pay us the Service Fee for Casual Engagements facilitated through the Platform.

The Service Fee for Casual Engagements is the fee advertised on our Platform, currently a fee of 20% of a Talent’s Hourly Fee for each Shift.

Reassignment Fee and Change Fee

You may have to pay us a Reassignment Fee if you wish to engage a Talent in a permanent position off Platform that you have previously engaged on Platform in the last six months

You may have to pay us a Change Fee if you change your Engagement Type.

You agree that each of these Reassignment Fees and Change Fees are fair and reasonable in the circumstances to cover our administrative costs.

The amount of the Reassignment Fee (as advertised on our Platform) will depend on the date that you (the Client) notify us that a Reassignment has occurred. If you notify us prior to the start date of the Reassignment, you will get a 50% discount off this fee. We may suspend the provision of Our Services until we receive payment of the Reassignment Fee and your failure to notify us that a Reassignment has occurred as required by clause 6 a failure to pay the Reassignment Fee is a breach of these Terms.

No refunds

Subject to these Terms (and clause 27), to the extent permitted by Law, and subject to your Statutory Rights, all payments made by you to us are non-refundable and non-transferrable once paid.

Payment Terms

We will invoice you for all amounts payable by you under these Terms and the Client Payroll Agreement on a weekly basis according to our weekly cycle (Monday to Sunday). You must pay the amount in the invoice within 5 Business Days of the invoice date.  If any amounts are unpaid 5 Business Days after the payment date:

(a)    we may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 2% per annum (calculated daily and compounding monthly);

(b)    we may suspend the provision of Our Services until we receive payment;

(c)     this is a breach of these Terms and clause 27 will apply.

As an alternative to us invoicing you on a weekly basis, you may choose to set up a direct debit facility with us for automatic payment by providing us with your credit card details and allowing us to automatically deduct any amounts payable by you under these Terms. If you enter into a direct debit arrangement with us, you agree to our direct debit terms (available on the Platform) and agree to allow us to direct debit the amounts owed to us under these Terms and the Client Payroll Agreement until these Terms are terminated or you advise us in writing that your direct debit is revoked.

Payment methods

We provide a number of payment methods on the Platform to enable you to account to us for amounts owed to us under these Terms and the Client Payroll Agreement. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third party payment processor. If the third party payment processor charges us a processing fee or surcharge, we will advise you in advance and will pass this processing fee or surcharge onto you as part of the amounts owed to us under these Terms and the Client Payroll Agreement. You can avoid the surcharge by using an alternate payment method. By making payment through a third party payment processor, you accept the applicable terms and conditions. If you make a payment by debit card or credit card, you warrant that the information you provide to us is true and complete, that you are authorised to use the debit card or credit card to make the payment, that your payment will be honoured by your card issuer, and that you will maintain sufficient funds in your account to cover the payment.

Set Off

You agree that we may set-off or deduct from any monies payable to you under these Terms and the Client Payroll Agreement, any amounts which are payable by you to us (whether under these Terms, the Client Payroll Agreement or otherwise).

GST

All payments on or using the Platform are listed exclusive of GST payable under A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6.      Relationship between Parties

General

Nothing in these Terms creates an exclusive relationship between you and us, and we may, at any time, enter into arrangements with any other individual or entity to provide the same or similar goods or services as Our Services. These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

Prohibited Conduct

A Party (either a Talent or Client) must not use our Platform to find another Party (either a Client or Talent) and then seek to circumnavigate our Platform in order to avoid the obligation to pay any fees related to our provision of Our Services except in accordance with an allowed Reassignment.

Reassignment

The Platform will not prohibit a Talent from accepting a permanent position with a Client off Platform but a Reassignment Fee will apply. Talent’s may advertise that they are looking for permanent positions in their Talent Profile. Both Talent and Clients, agree to notify us in writing that a Reassignment has occurred within 7 days of a Reassignment and preferably prior to the Reassignment start date.

Restraint

If a Talent is engaged by a Client, it must not make an Offer for Services or accept a Request for Services with a different Client at the same time as the existing Engagement.

Change in Engagement type

If a Client wishes to change their Engagement Type after having engaged a Talent through the Platform, the Client must notify us in writing and pay us the Change Fee (if any) as quoted by us at the time of the request.

7.      Our role

You understand and agree that we provide the Platform to users as an online introductory service (including hosting and maintaining the Platform and facilitating the user functionality & availability of the Platform). The Platform enables Clients and Talent to:

(a)    find each other;

(b)    advertise the provision of and request for Healthcare Services;

(c)     connect and enter into contractual arrangements for the Talent to provide Healthcare Services to Clients (Engagements). Engagements must fall under either the Payroll Model or the Casual Model and this will be determined by the Client at the time the Client creates an Account on our Platform.

You understand and agree that if you require Our Services:

(a)    we are not responsible for any aspect of the Talent and Client interaction other than provision of Our Services (including but not limited to the representations made by a Party in their Profile, the performance and delivery of Healthcare Services and the facilities provided to perform the Healthcare Services) and accept no Liability in respect thereof. If you are unsatisfied with the Platform you may discontinue your use of the Platform at any time;

(b)    unless we provide Payroll Services and subject to the Client Payroll Agreement, we are not party to any engagement agreement entered into between a Client and a Talent and Talent and Clients are independent third parties, not our employees, contractors, partners or agents;

(c)     unless we provide Payroll Services and subject to the Client Payroll Agreement, we are not responsible for payment of the Talent’s Engagement Fee. Except under the Payroll Model, this is the sole responsibility of the Client. We accept no responsibility or Liability in respect of the payment, or non-payment of the Engagement Fees by the Client under the Casual Model; and

(d)    unless we provide Payroll Services and subject to the Client Payroll Agreement, we are not responsible for compliance with the provisions of any Laws relevant to the Engagement including Work Health and Safety Legislation and to the maximum extent permitted by Law accept no responsibility or Liability in this respect.

8.      Account creation

You may only have 1 Account as a Client on the Platform. You may only have 1 Account as a Talent on the Platform.

To register an account (Account) on our Platform:

(a)    if you wish to register a Talent Account, you must create an Account in the name of an individual and not an entity;

(b)    you must provide us with information we reasonably request to enable us to identify you and verify your Profile including your name, your contact details, your date of birth (Talent only), your business name and ABN (Client only), business registration and/or licences (Client only), email address, payment details, visa status (Talent only), Identity Check (Talent only), professional registration (Talent only), statement of work history (Talent only), specialties;

(c)     you must, at our request, provide copies of identification documents and take reasonable steps to confirm ownership or verify your information;

(d)    you authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your Account information including Identity Verification as set out in clause 16. Where we request that you do so, we are not confirming that the information you provide us is accurate or suitable for the services you choose to acquire or provide. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the information, insurance, business registration and/or licences you require or offer; and

(e)    you agree to provide accurate, current and complete information during the Account registration process and that you are authorised to provide this information and to ensure that your Account and Profile are not misleading in any manner.

We may review your request for an Account before approving the request. We reserve the right to close, suspend, or limit access to your Account or these Terms in the event we are unable to obtain or verify to our satisfaction the information which we request under this section.

Once you have registered an Account:

(a)    you must choose an Account password;

(b)    you are responsible for keeping your Account details and your username and password confidential and you must not share your log-in details with any other person;

(c)     you must not allow others to use your Account or authentication details (other than Client Authorised Users as allowed in these Terms);

(d)    you agree to immediately notify us of any unauthorised use of your Account;

(e)    your Account information will be used to create a Profile which you may then curate;

(f)     you agree to regularly update your Account and Profile to keep it accurate, current, complete and not misleading in any manner;

(g)    your Account is personal to you and you must not transfer it to others or allow other to operate it, or operate under it (except in the case of a Client, your Authorised Users under clause 9);

(h)    you are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms; and

(i)     you are responsible for all activity on your Account and will be liable for all activity on your Account.

9.      Client Authorised Users

In this clause, “you” is a reference to a Client or (as applicable) an Authorised User of a Client.

Authorised Users

Once you have registered an Account as a Client, you may grant access permissions to use your Account to your Personnel as you see fit by setting up Account access to Account Owners, Onboarding Managers or Department Managers (Authorised Users) as specified on our Platform. Each Authorised User will be required to have their own separate log-in details.

All Authorised Users are bound by and must comply with these Terms.

As an Authorised User, you understand that your access privileges are set by the Client or an Account Owner, that you may only be able to access certain parts of Our Services within that Account and that we are not responsible for managing these permissions. If you are an Authorised User, you must comply with the account permissions given to you by the Client or as applicable the Account Owner and your continued use of Our Services will be deemed as your acceptance of any terms that relate to you. If you do not agree to your appointment as an Authorised User, you must notify us and the Client immediately.

You (a Client) are responsible for all activity on your Account, including, activity by your Authorised Users and for ensuring that any activities on your Account by your Authorised Users comply with these Terms. You (a Client) agree that we are not responsible for the management or administration of your Authorised Users.

Account Owners

Account Owners will have full permission to view and modify the profile, rates of pay, payment settings and the access privileges of Authorised Users, including inviting and removing Authorised Users from the Account.

All Account Owners will be deemed to be an authorised representative of the Client for the purpose of making any decisions about the Account (including payment decisions) and those decisions will be deemed binding on the Client.

If you are an Account Owner, you are responsible for the use of Our Services by the Authorised Users attached to the Client Account to which you are an Account Owner and the compliance by those parties with these Terms.

It is the responsibility of an Account Owner to determine whether the Client wants to use the Casual Model or Payroll Model (Engagement Type) on our Platform and to enter this information in the Client Profile at the time the Client Account is created.

Onboarding Managers

If you are under the Casual Model, in order to enter into Casual Engagements with Talent, you must appoint an Onboarding Manager who will have access to the onboarding functionality for new and onboarded Talent in the Platform.  As part of this onboarding process, email notifications will be sent to Onboarding Managers, notifying them that a new Engagement has been made by one of their Department Managers, upon which onboarding information for the Talent will be accessible securely via the Platform. Onboarding Managers can view the Client Profile but do not have permission to modify the Client Profile, unless additionally provided Account Owner access.

Department Managers

If you are under the Casual Model, in order to enter into Casual Engagements with Talent, you must appoint Department Managers will be able to communicate with Talent, respond to an Offer for Services or issue a Request for Services. Department Managers can view the Client Profile but do not have permission to modify the Client Profile, unless additionally provided Account Owner access.

10.   Using the Platform

Talent Profile

A Talent wanting to provide Healthcare Services creates an Account on the Platform and curates a Profile. Your Talent Profile will allow you to indicate your availability (Talent’s Availability) and mark yourself available for a time and location and preferred service providers (Preferred Client Criteria) which will enable any Client matching the Preferred Client Criteria to have access to your Profile.

Client Profile

A Client wanting to acquire Healthcare Services creates an Account on the Platform and curates a Profile. Your Client Profile will be visible to all Talent on our Platform and will allow you to create posts on the Platform setting the details of the Healthcare Services you require or a project to be performed (Request For Services).

Request For Services

Each Request For Services must include the information required by our Platform to enable an accurate and complete description of the Healthcare Services the Client requires and details of the Engagement. By posting a Request For Services on the Platform, the Client confirms that it is legally entitled to and capable of accepting the services described in the Request For Services, the details of the Request For Services are true and accurate and that the Client intends to acquire the services described in the Request For Services. Request For Services are visible to all Talent on the Platform who match the requirements of the Request For Services and whose geographical availability matches the Clients Preferred Client Criteria.

Offer For Services

A Talent with an Account and Profile can review Request For Services, communicate both publicly and privately with the Client and respond to a Request For Services, through the Platform.

If a Talent is interested in providing the Healthcare Services identified in a Request For Services, the Talent must make an Offer For Services. Each Offer For Services must include the information required by our Platform and be made prior to the timeframe of the shift in the Request For Services (if any). By submitting an Offer For Services, a Talent confirms that it is legally entitled to enter into that relationship and to accept the Request For Services terms and that it intends to provide the advertised services.

Acceptance and Engagement

A Client can accept or reject an Offer For Services via the Platform. An Engagement is formed if an Offer For Services is accepted by a Client via our Platform.

If the Engagement falls under the Casual Model, once an Offer for Services is accepted by the Client:

(a)    the Client’s Onboarding Manager must onboard the Talent using the onboarding portal on our Platform. As part of this onboarding process, details of the Engagement will be entered into the Timesheet functionality of our Platform which includes details of the proposed duration of the Engagement and the Talent’s Hourly Fee;

(b)    the Parties must enter into their own written agreement in relation to the Engagement, setting out the terms, conditions and expectations in relation to the Engagement including Engagement Fees and Intellectual Property Rights as set out in these Terms (Casual Engagement Agreement). The Casual Engagement Agreement must satisfy all Laws applicable to the Engagement and reflect the details in the Request for Services. To the extent of any inconsistency between these Terms and the Casual Engagement Agreement, these Terms will take priority. The Talent must agree to the terms of the Casual Engagement Agreement prior to the commencement of the Engagement;

(c)     subject to a Talent entering into a Casual Engagement Agreement and the Client’s Onboarding Manager onboarding the Talent, we will provide the Timesheet Services set out in clause 12.

If the Engagement falls under the Payroll Model, once an Offer for Services is accepted by the Client:

(a)    we will automatically issue via in-Platform functionality a Payroll Engagement Agreement to the Talent and the Payroll Engagement Agreement will satisfy all Laws applicable to the Engagement. The Talent must agree to the Payroll Engagement Agreement terms at least 2 hours prior to the commencement of the Engagement;

(b)    subject to a Talent entering into a Payroll Engagement Agreement with us via our Platform: (1) we will onboard the Talent using the onboarding portal on our Platform; (2) we will provide the Timesheet Services set out in clause 12 and the Payroll Services as set out in the Client Payroll Agreement.

11.   Engagement responsibilities

In respect of an Engagement facilitated through the Platform:

(a)    the Client and Talent are solely responsible for determining whether the Talent is suitable for the Client’s needs and the Client is suitable for the Talent’s needs. We are not Liable in respect of any lack of suitability on the part of Client or Talent or Engagement. We are not Liable in respect of any lack of qualifications, ability or suitability on the part of Talent;

(b)    under the Casual Model, the Client and Talent are solely responsible for determining whether the Engagement of the Talent satisfies all Laws relating to Engagement;

(c)     under the Casual Model, the Client and Talent must comply with the Casual Engagement Agreement and under the Payroll Model, the Talent must comply with the Payroll Engagement Agreement terms;

(d)    under the Casual Model, the Client is solely responsible for payment of the Talent’s Engagement Fee and the Talent is not entitled to any benefit from us. Under the Payroll Model, a Talent is not entitled to any benefit from a Client or us except for the agreed amount to be paid by us to the Talent in respect of the relevant Shift (including PAYG and superannuation) as set out in the Approved Timesheet, subject to the Payroll Engagement Agreement;

(e)    under the Casual Model, the Client is solely responsible for payment of any tax (including payroll tax and any ad valorem tax), superannuation or other statutory amount relevant to the Talent’s Engagement (if any) under any applicable legislation. This clause applies even if no employment relationship arises between a Client and the Talent;

(f)     the Talent is solely responsible for payment of all taxes, levies or duties imposed directly on the Talent in respect of the Talent’s Engagement Fees;

(g)    the Client must not accept any services from a Talent and a Talent must not perform any services prior to the Talent entering into a Casual Engagement Agreement with you (under the Casual Model) or the Talent entering into a Payroll Engagement Agreement with us (under the Payroll Model);

(h)    once an Engagement commences, the Client must only ask the Talent to perform work set out in the Request for Services and the Talent must only perform work for the Client as set out in the Request For Services web form via our Platform;

(i)     the Client must provide the Talent with all documentation, information, instructions and access necessary to enable the provision of the professional Healthcare Services by the Talent, from time to time, and in a timely manner;

(j)     the Client must enable the Talent access to the Premises as necessary for the performance of the Health Services in the Engagement and advise the Talent of any policies and procedures applicable at the Premises. The Client must provide all amenities reasonably required by the Talent at the Premises. Prior to each Talent’s first shift, the Client must provide that Talent with a comprehensive safety and site induction and orientation and induct the Talent onto the Premises. The Client must ensure safe and suitable conditions at the Premises for the Talent, free from harm or risk to health or safety, free from bullying or harassment and in compliance with all applicable Laws, including the Employment Legislation and Work Health and Safety Legislation. The Client agrees to provide us (or our Personnel) with access to the Premises where the Talent is performing the Services, as reasonably requested by us, for the purpose of us carrying out occupational health and safety inspections to enable us to comply with our obligations (if any) under Employment Legislation and Work Health and Safety Legislation;

(k)    the Client must ensure that the Talent is subject to policies and procedures relating to health and safety in the workplace, including avoidance of unlawful discrimination and bullying, which meet any legal requirements and are consistent with standard industry practice;

(l)     the Client is solely responsible for providing all the necessary training (if applicable) and equipment for the Talent to perform the Healthcare Services for the Client;

(m)   the Client  is solely responsible for the care, control, supervision and day-to-day management of the Talent;

(n)    the Client is solely responsible for monitoring the performance of and quality of the Talent’s professional services provided as part of the Engagement and the Client agrees to speak directly to the Talent if it has any concerns about the Engagement. The Talent is solely responsible for the performance of its professional services provided as part of the Engagement and agrees to speak directly to the Client if it has any concerns about the Engagement. Both Client and Talent agree that we are not Liable in respect of any lack of suitability on the part of Client to monitor the professional services of the Talent. These matters will be dealt with exclusively between a Client and Talent;

(o)    each of the Client and Talent are solely responsible for signing off all weekly Timesheets for the Engagement in a timely manner and prior to 9.00am each Monday, EST Australia and must submit Timesheet Reviews as required by these Terms;

(p)    under the Casual Model, the Client is solely responsible for compliance with all applicable Laws, including the Employment Legislation and Work Health and Safety Legislation relating to the Engagement and the Client must not commit any act or omission which constitutes or results in in a breach of any legislation relevant to the Client’s workplace including discrimination, bullying and workplace safety. Under the Payroll Model, except for our obligations to pay the Talent as set out in the Payroll Engagement Agreement, the Client is solely responsible for compliance with all applicable Laws, including the Employment Legislation and Work Health and Safety Legislation relating to the Engagement and the Client must not commit any act or omission which constitutes or results in in a breach of any legislation relevant to the Client’s workplace including discrimination, bullying and workplace safety. The Talent must comply with all workplace policies and procedures of the Client as well as Work Health and Safety Legislation; and

(q)    the Client and Talent must comply with our Privacy Policy. The Client is responsible for ensuring the compliance by the Talent with its obligations under any relevant Privacy Legislation. The Talent must comply with any obligations applicable to the Talent under any relevant Privacy Legislation.

12.   Timesheets and timing of payment of Engagement Fees

Timesheets

To ensure the accuracy of Engagements, daily Timesheets and Reviews must be entered into by the Talent and signed off by the Talent within 24 hours of a Shift. The Platform allows the Client to check the Timesheets submitted by a Talent and write a Review of the Talent. A Client must sign off Timesheet in a timely manner (being preferably within 24 hours of submission and at least prior to 9.00am on the Monday, EST Australia immediately following the performance of Shifts by a Talent). Once the Timesheet is confirmed by the Client as allowed by the Platform, the applicable Timesheet becomes an Approved Timesheet. The Approved Timesheet will set out the agreed amount to be paid to the Talent by the Client (Casual Model) or by us (Payroll Model) in respect of the relevant Shift including PAYG and superannuation (Payment Amount).

Payments under Payroll Model

Under the Payroll Model, subject to these Terms, the Payroll Engagement Agreement and the Client Payroll Agreement, we will pay the amounts owing under all Approved Timesheet (adjusted for PAYG and superannuation) weekly on Thursday 5pm AEST to the relevant bank account notified in the Talent Account and send an invoice outlining the Price payable by the Client in accordance with the Client Payroll Agreement via email to the designated Billing Manager.

If Timesheet sign-off does not occur prior to 9.00am on the Monday, EST Australia, we will pay the Payment Amount in the Timesheet to the relevant bank account notified in the Talent Account in the following payment period weekly cycle.

All payments made to Talent by us under the Payroll Model for services performed will be paid in arrears and conducted via the Platform as set out in this clause.

If you are a Talent under the Payroll Model, you agree that we will not be required to pay you any Payment Amount unless you have submitted your Timesheet and the Client has approved the Timesheet relating to your Shifts as set out in this clause and we will have no Liability to you for any inability by us to perform Our Services or make any payment to you arising from any failure by you or the Client in this respect.

If you are a Talent under the Payroll Model, you agree that you are not entitled to any benefit from us except those outlined in the Payroll Engagement Agreement.

If you are a Client under the Payroll Model, you agree that we will have no Liability to you arising from any failure by us to make a payment to Talent for Healthcare Services performed under the Payroll Model where our failure to pay arises due to your non-performance of your Timesheet obligations or any other obligation on you in the Client Payroll Agreement.

If you are a Client under the Payroll Model, you agree that our payment obligations to pay Talent on behalf of you are those specified in the Client Payroll Agreement.

Payments under Casual Model

Under the Casual Model, the timeframe for payment by the Client to the Talent will be agreed by the parties in the Casual Engagement Agreement.

All payments made to Talent under the Casual Model for services performed will be paid in arrears.

If you are a Talent under the Casual Model, you agree that a Client has no obligation to pay you any amount under your Casual Engagement Agreement unless you have submitted your Timesheet and the Client has approved the Timesheet relating to your Shifts as set out in this clause.

Under the Casual Model, you (a Talent) agree that you are not entitled to any benefit from us and we will have no Liability to you for any failure by the Client to pay you for Healthcare Services performed under the Casual Model including any failure arising due to your non-performance of your Timesheet obligations.

Under the Casual Model, you (a Client) agree that it is your sole responsibility to pay the Engagement Fees owed to a Talent.

Under the Casual Model, you (a Client) agree that if advertised on our Platform, we may offer a Promotional Opportunity being a financial incentive to a Talent (the uPaged Perk as outlined on our Platform) to encourage Talent to fill a specific shift. This opportunity (if available) is subject to the terms and conditions as set out on the Platform.

13.   Reviews

As part of our Platform, each party is required to review their experience with the other party (Review), Talent may be given a Reliability Rating and the Platform will generate information on Talent and job requirements and this information will be used by us to generate a Match Score to assist users of the Platform to use Our Services.

Reviews

Reviews can be viewed by any user in the Account Profile and will remain viewable until the relevant Account is removed or terminated or removed by us.

If you submit a Review, you agree to provide true, fair and accurate information in your Review.

As a Client, you can write a Review about a Talent if you have had an experience with that Talent, which means that (1) you have engaged the Talent through the Platform; or (2) you can otherwise document your interaction with the Talent in relation to the Platform, including via correspondence (collectively referred to as a Talent Experience).

As a Talent, you can write a Review about a Client if you have had an experience with that Client through the Platform, which means that (1) you have been engaged by the Client through the Platform; or (2) you can otherwise document your interaction with the Client in relation to the Platform, including via correspondence (collectively referred to as a Client Experience). You may not write a review about a Client you or a family member has a financial interest in (other than an Engagement through our Platform), if you are an executive or employee of that Client, or if you (or a family member) are a direct competitor to the Client or have a financial interest in a direct competitor to the Client.  You may only write about your own Client Experience or Talent Experience. You are not permitted to write a Review about somebody else’s Client Experience or Talent Experience, such as that of a family member or friend.

You are encouraged to be specific and factual in your Reviews. If must not have been offered an incentive by a Talent or Client to write a Review. Incentives include offering you a gift, reward, discount or advantage for writing a Review.

To ensure the accuracy of Reviews, all Client Reviews must be entered into our Platform within 24 hours of a Shift and all Talent Reviews must be  in respect of a Talent Experience that occurred in the 7 days prior to you (a Client) writing a Review.

Reviews are visible on Talent and Client Profiles. If we consider that a Review is untrue, unfair, inaccurate, offensive, inappropriate, false, misleading, or discloses confidential information, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review.

To the maximum extent permitted by Law, we are not responsible for the content of any Reviews and accept no Liability for your reliance on a Review.

Reliability Rating

As part of the Review process, the Platform will generate a Reliability Rating for both Clients and Talent which is determined based on cancellation of Engagements within 48 hours of Shift start time.

A minimum number of Shifts must have been completed for a Reliability Rate to be generated and only the 50 most recent Shifts are included in the score.  Reliability Ratings are visible on Talent and Client Profiles. Reliability Ratings are generated through algorithms available on our Platform and we do not undertake to review each Reliability Rating.

To the maximum extent permitted by Law, we are not responsible for the generation of a Reliability Rating and accept no Liability for any detriment incurred by you based on a Reliability Rating or your reliance on a Reliability Rating.

Match Score

As part of the Review process, the Platform will generate a Match Score for Talent to give an indication of a Talent’s match for a particular Request For Services.

Match Scores are visible by both the Talent and Client, and rely on the information provided in the Talent Profile and Preferred Client Criteria, as well as Shift history data, Reviews and Reliability Rating. Match Scores are generated through algorithms available on our Platform and we do not undertake to review each Match Score.

The Match Score is indicative only and suitability for a role should be clarified in the Profile information.

To the maximum extent permitted by Law, we are not responsible for the generation of a Match Score and accept no Liability for any detriment incurred by you based on a Match Score or your reliance on a Match Score.

14.   Disputes

After an Engagement has commenced, subject to these Terms and any law relevant to the Engagement, a dispute relating to the Engagement is strictly a matter between the relevant Client and Talent.

We encourage Parties to attempt to resolve disputes with each other directly and in good faith, either on the Platform or through external communication methods.

In the event that a dispute cannot be resolved through these means, a Party may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

We reserve the right to assist in the determination of any dispute at the request of either Party. A Party may request that we provide dispute services to assist in the determination of any dispute in which case both parties must provide any evidence or documentation we reasonably request and any determination we make, is at our discretion.

If the Parties are not happy with our determination, either Party may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws. We will have no Liability to a Client or Talent in respect of any assistance we provide to assist in dispute resolution.

15.   Cancellation Policy for Engagements

This clause is subject to any Law relevant to the Engagement and the Casual Engagement Agreement (Casual Model) or Payroll Engagement Agreement (Payroll Model).

Subject to these Terms, a Talent will not receive a payment from either us (Payroll Model) or a Client (Casual Model) for a cancelled Shift or Deemed Cancellation and we will not charge a Client the Service Fee or Price for a Cancellation or Deemed Cancellation.

Client cancellation

A Client may cancel an Engagement before the commencement of the Engagement by using the cancellation functionality on the Platform.  Under the Casual Model, you (a Client) must:

(a)      comply with the terms relating to cancellation in the Casual Engagement Agreement applicable to the Talent; and

(b)      pay us the Cancellation Fee to cover our costs if you cancel an Engagement less than 2 hours before the commencement of the Engagement.

Under the Payroll Model, if you (a Client) cancel a Payroll Engagement less than 2 hours before the commencement of the Payroll Engagement:

(c)       we will pay the Talent for the first 2 hours of the Talent’s Shift in accordance with the terms of the Payroll Engagement Agreement;

you must pay us the Price for the first 2 hours of the Talent’s Shift in accordance with the Client Payroll Agreement terms. If you (a Client), need to cancel a Shift for any reason whatsoever you must advise us via the Platform as soon as possible. Once we receive notice, the Platform will be updated and automatically notify the Talent as soon as reasonably possible.

Cancellation may affect a Client’s Reliability Rating.

Talent cancellation

A Talent may cancel an Engagement before the commencement of the Engagement by using the cancellation functionality on the Platform.

Under the Casual Model, you (a Talent) must comply with the terms relating to cancellation in the Casual Engagement Agreement applicable to the Talent and Client.

Under the Payroll Model, you (a Talent) may cancel an Engagement at any time.

If you (a Talent), need to cancel a Shift for any reason whatsoever you must advise us via the Platform as soon as possible. Once we receive notice, the Platform will be updated and automatically notify the Client as soon as reasonably possible.

Cancellation may affect a Talent’s Reliability Rating.

Deemed Cancellation

After an Engagement has commenced (or ought to have commenced), there may be circumstances when you (a Talent or a Client) are unable to perform the Healthcare Services under the Engagement or receive Healthcare Services (Deemed Cancellation) including the following situations:

(a)      no show by a Talent at an agreed Shift for any reason whatsoever;

(b)      inability of a Talent to perform a Shift for any reason whatsoever including illness, injury or personal circumstances;

(c)       attempted cancellation by either a Client or Talent; and

(d)      where one party makes reasonable attempts to contact the other party in order to fulfil their obligations under the Payroll Engagement and those attempts are unsuccessful or unanswered.

In the circumstances of a Deemed Cancellation, we will give you (a Client or Talent as appropriate) as much notice as much notice as reasonably possible based on notification to us by the relevant cancelling party.

For the avoidance of doubt, the payment obligations in this clause 15 also apply to you (a Client) in the case of a Deemed Cancellation where you (a Client) are responsible for the inability of the Talent to perform the Shift services

No Liability

You agree that we will have no obligation to a Party in respect of a Cancellation or Deemed Cancellation subject to our obligation under the Client Payroll Agreement to pay the Talent for the first 2 hours of the Talent’s Shift in accordance with the terms of the Payroll Engagement Agreement and we exclude all other Liability.

16.   Identify verification

As a Talent, we may require verification of your identity and/or your Account using a third party verification service (Third Party ID Service). Where you are required to verify your, you acknowledge and agree that

(a)    we may contact, connect to or otherwise liaise with Third Party ID Services to validate your identity and information (Identity Check); and

(b)    Third Party ID Services may provide us with your personal information or sensitive information, and you consent to us receiving and using this information to enable us to perform an Identity Check;

(c)     if we charge a fee for the ID Check, you will be charged a non-refundable fee for the Identity Check (as set out on the Platform), and we will be under no obligation to perform the Identity Check until the relevant fee has been paid to us, in accordance with the requirements specified on the Platform and these Terms.

Following a successful Identity Check, you (a Talent) acknowledge and agree that

(a)    we may permit you to use verification signs, icons or badges in connection with your Account to indicate that a successful Identity Check has been performed (Verification Icon); and

(b)    a Verification Icon may only be used by the individual or business for whom the relevant Identity Check has been successfully performed and the relevant Verification Icon has been issued, and then, only where that individual is directly providing the relevant goods or services.

You (a Talent) acknowledge and agree that:

(a)    the Identity Check and the issuance of a Verification Icon may not be fully accurate, as they are dependent on the information provided by the relevant individual or business and/or information or checks performed by third parties; and

(b)    you should not rely on the Identity Checks or the Verification Icons, and you should make your own inquiries as to the accuracy, legitimacy, validity, credibility or authenticity of any users of the Platform.

We make no warranties, representations or guarantees of any kind, whether express or implied, or whether under these Terms, under statute or on any other basis, in relation to or connected with:

(a)    the accuracy, legitimacy, validity, credibility or authenticity of any users on the Platform;

(b)    the performance of any Identity Check or that any Identity Check will identify prior misconduct by a Talent or guarantee that a Talent will not engage in misconduct in the future; and

(c)     to the maximum extent permitted by law, we accept no responsibility and exclude all liability arising from, or connected with, the Identity Checks, or any use of or reliance on Identity Checks.

Any verification of Talent on the Platform is not an endorsement or recommendation that the Talent is trustworthy or suitable or that the Talent’s Profile is true and correct. Clients should do their own due diligence before relying on a Talent’s Profile. We accept no responsibility or Liability, and you waive and release us from any and all Liability in respect of any Identity Check or Verification Icon.

We may make access to and use of certain parts of the Platform subject to conditions or requirements, including Identity Verification or cancellation history.

17.   User Content

We allow you to:

(a)    post, upload, publish, send or receive relevant content and information, including Customer Data (for example Talent Profile information) (User Content) on or through our Platform; and/or

(b)    access and view your User Content, the User Content of other users and the content and information we make available on the Platform (Our Content and together with User Content, Content).

You agree that you are solely responsible for all User Content that you make available on or through our Platform.  You represent and warrant that:

(a)    you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms;

(b)    neither the User Content nor the posting, uploading, publication, sending or receiving  of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and

(c)     your User Content and personal information may be transferred outside of Australia.

You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner your User Content. Without limitation to the foregoing, you agree that we may use your User Content to:

(a)    perform our obligations under these Terms (or in respect of the Payroll Model, our obligations under the Client Payroll Agreement) including to provide Our Services to you or other users of the Platform;

(b)    diagnose problems, enhance and otherwise modify Our Services;

(c)     develop other services, provided we de-identify the User Content.

If you or any of your personnel have any Moral Rights (as defined in the Copyright Act 1968 (Cth)) in any material provided, used or prepared in connection with these Terms, our Services or the supply by you of Healthcare Services, you agree to (and you agree to ensure that your personnel) consent to our use or infringement of those Moral Rights.

If you use the User Content of others available on our Platform, you agree that we assume no responsibility or Liability for your use of the User Content and we do not make any representations or warranties in respect of any User Content you rely upon.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content. Despite anything to the contrary, to the maximum extent permitted by Law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content you make available or use on or through the Platform, including as a result of an Intellectual Property Breach.

This clause will survive the termination or expiry of these Terms.

18.   Content

Through Our Services, we allow you access to information and materials available on our Platform being together User Content and Our Content (the Content).

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to access and view the Content in accordance with these Terms.  All other uses are prohibited without our prior written consent.

You must not, without our prior written consent or except as expressly permitted by these Terms, (1) copy or use, in whole or in part, any Content; (2) reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or (3) breach any Intellectual Property Rights connected with the Content, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.

You agree that the Content is not comprehensive and is for general information purposes only.  It does not consider your specific needs, objectives or circumstances, and Our Services do not constitute legal, financial, merger, due diligence or risk management advice. Any person seeking to use the Content or Our Services should prior to relying on it independently verify and check the currency, accuracy, completeness, reliability and suitability of that information including the Content.

While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law (including the Australian Consumer Law), we make no representations or warranty as to the accuracy, currency, completeness or suitability of the Content. The Content is subject to change without notice. We do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date. To the maximum extent permitted by Law (including the Australian Consumer Law), we accept no Liability, and you waive and release us from any Liability and for any damage caused by your reliance on our Content or any unauthorised use.

Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

This clause will survive the termination or expiry of these Terms.

19.   Third Party Inputs

You agree that the provision of Our Services may be contingent on, or impacted by, Third Party Inputs. You agree that Our Services may include Third Party Inputs that may interface, or interoperate with, the Services, including third party software or services (for example, Google Maps APIs). To the extent that you choose to use such Third Party Inputs, you are responsible for:

(a)    the purchase of;

(b)    the requirements; and

(c)     the licensing obligations,

(d)    related to the applicable Third Party Input, including third party software and services.

The Third Party Inputs may change at any time without warning and may not be accurate, complete or up to date which may affect Our Services (including the Content).

This clause will survive the termination or expiry of these Terms.

20.   Intellectual Property

Our Intellectual Property

You agree that all Intellectual Property Rights:

(a)    in Our Services;

(b)    in the Intellectual Property developed, adapted, modified or created by us, (including any New Materials or Improvements in connection with Our Services and any machine learning algorithms output from Our Services);

(c)     Our Content;

(d)    Analytics; and

(e)    Feedback,

will at all times vest, or remain vested, in us (or, if applicable, our third party service providers).  To the extent that ownership of the Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.

Nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights to you.

You agree that we may use Feedback and Analytics in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback or Analytics.

IP Prohibitions

You must not, (and must take reasonable steps to ensure that your personnel do not), whether directly or indirectly, without our prior written consent:

(a)    copy or use, in whole or in part, any of our Intellectual Property;

(b)    reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

(c)     reverse assemble, reverse engineer, reverse compile or enhance Our Services;

(d)    attempt to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to Our Services, the data or documentation;

(e)    breach any Intellectual Property Rights connected with Our Services, including altering or modifying any of our Intellectual Property;

(f)     breach any of Intellectual Property Rights of a third party;

(g)    cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;

(h)    resell, assign, lease, hire, sub-license, transfer, distribute or make available Our Services to third parties;

(i)     “frame”, “mirror” or serve any of Our Services on any web server or other computer server over the Internet or any other network; and

(j)     alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to Our Services.

IP Generated by the supply of Healthcare Services by the Talent in a Casual Model Engagement:

The Parties agree that in respect of an Engagement under the Casual Model, all Intellectual Property Rights generated by the supply of Healthcare Services by the Talent (excluding our Intellectual Property Rights under these Terms) will immediately vest in the Client unless otherwise agreed between the Client and Talent as set out in the Casual Engagement Agreement.

If you (a Talent) have any Moral Rights (as defined in the Copyright Act 1968 (Cth)) in any material provided, used or prepared in connection with your supply of the Healthcare Services to a Client, you agree to consent to the Client’s (and as appropriate, our) use or infringement of those Moral Rights.

You (a Talent or Client as appropriate) grant us a non-exclusive, irrevocable, worldwide, sub-licensable and transferable right and licence to use, exploit and commercialise all Intellectual Property Rights generated by a Talent’s supply of Healthcare Services for the purposes reasonably contemplated by these Terms.

IP Generated by the supply of Healthcare Services by the Talent in a Payroll Model Engagement:

The Parties agree that in respect of an Engagement under the Payroll Model, all Intellectual Property Rights generated by the supply of Healthcare Services by the Talent (excluding our Intellectual Property Rights under these Terms) will immediately vest in us (as set out in our standard Payroll Engagement Agreement) and that we will assign these rights to the relevant Client via our Payroll Agreement. You (a Talent), consent to this arrangement.

If you (a Talent) have any Moral Rights (as defined in the Copyright Act 1968 (Cth)) in any material provided, used or prepared in connection with your supply of the Healthcare Services to a Client, you agree to consent to our (and as appropriate, the Client’s) use or infringement of those Moral Rights.

To the extent that we assign to a Client Intellectual Property Rights generated by a Talent’s supply of Healthcare Services in an Engagement, you (a Client) give us a non-exclusive, irrevocable, worldwide, sub-licensable and transferable right and licence to use, exploit and commercialise those Intellectual Property Rights for the purposes reasonably contemplated by these Terms.

Survival

This clause will survive the termination or expiry of these Terms.

21.   Licence

Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform on your personal device(s) and access and view any Content solely in accordance with these Terms (Licence).  You agree that the Licence permits you to access and use Our Services in accordance with these Terms. All other uses are prohibited without our prior written consent.

22.   Warranties

You represent, warrant and agree that:

(a)    you will not use Our Services, including the Content, in any way that competes with our business;

(b)    you have full legal capacity, right, authority and power to enter into these Terms and to perform your obligations under these Terms. If you (a Client) are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms. If you create a Client Account, you have the required authority to represent the Client and you are authorised to provide any information required in the Account settings;

(c)     these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;

(d)    you will provide all assistance, information and documentation necessary to enable us to provide Our Services;

(e)    all information and documentation (including User Content) that you provide to us in connection with these Terms is true, correct and complete;

(f)     if you create a Profile on our Platform, you warrant that you have never had a criminal conviction, you (if applicable) are a registered entity, you (if applicable) have never had your professional qualification suspended or revoked in any jurisdiction, all information in your Profile is accurate and complete and not misleading in any manner, you are legally entitled to and capable of supplying or accepting the Healthcare Services described in your Profile and you consent to the disclosure of your Profile as outlined in these Terms;

(g)    you use Our Services at your own risk and you have not relied on any representations or warranties made by us in relation to Our Services (including as to whether the Platform is or will be fit or suitable for your particular purposes or in respect of the Content), unless expressly stipulated in these Terms or if you are a party to a Client Payroll Agreement, unless expressly stipulated in the Client Payroll Agreement;

(h)    you have not relied on any representations or warranties made by us in relation to the Platform participants (including as to whether a Client or Talent is or will be fit or suitable for your particular purposes, as to whether the Engagement is or will be fit or suitable for your particular purposes, or as to the accuracy of any Reviews, Reliability Rating or Match Scores). You agree that you are solely responsible for choosing a Client or Talent or Engagement (as applicable);

(i)     you will comply with our conduct requirements in clause 4;

(j)     you will comply with your Engagement responsibilities as set out in clause 11. Without limitation to the foregoing, if you are a Client under the Casual Model, you are solely responsible for payment of the Engagement Fees to a Client. If you are a Talent, you agree that you are not entitled to any benefit from us that is usually attributable to an employee except under the Payroll Model as set out in your Employment Agreement with us; and

(k)    you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform: (1) to break any law or infringe any person’s rights (including Intellectual Property Rights) (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or (3) in any way that damages, interferes with or interrupts the supply of the Platform.

23.   Indemnities

Client indemnity

To the maximum extent permitted by law, as a Client, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with:

(a)    any breach of the warranties given by you in these Terms;

(b)    any payment by you of an Engagement Fee or any failure of you to pay an Engagement Fee (except under the Payroll Model to the extent provided otherwise in the Client Payroll Agreement and Payroll Engagement Agreement);

(c)     any breach of our Intellectual Property Rights by you or your personnel; and

(d)    any loss or damage caused, contributed to or suffered by a Talent while performing Healthcare Services for you.

Talent indemnity

To the maximum extent permitted by law, as a Talent, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with:

(a)    any breach of the warranties given by you in these Terms;

(b)    a failure of a Client to pay you the Engagement Fees (except under the Payroll Model to the extent provided otherwise in the Client Payroll Agreement and Payroll Engagement Agreement);

(c)     any breach of our Intellectual Property Rights by you; and

(d)    any loss or damage caused, contributed to or incurred by you while performing Healthcare Services for a Client.

Survival

These indemnities are continuing obligations, independent from the other obligations under these Terms, and they continue after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms. This clause will survive the termination or expiry of these Terms.

24.   Australian Consumer Law

Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of Our Services by us to you which cannot be excluded, restricted or modified (Statutory Rights).

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with Our Services, you are entitled:

(a)      to cancel these Terms with us; and

(b)      to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with Our Services rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for Our Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.

Subject to your Statutory Rights, we exclude all warranties, and all material, work and services (including Our Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.

As a Client, the goods and services provided by a Talent may also confer on you certain rights under the ACL.

Survival

This clause will survive the termination or expiry of these Terms.

25.   Exclusions to Liability

Despite anything to the contrary, to the maximum extent permitted by Law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a)    your or your personnel’s acts or omissions including but not limited to any information (including User Content) provided to us to enable us to provide Our Services;

(b)    any use or application of Our Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;

(c)     any aspect of the Client and Talent interaction (excluding our Payroll Services if applicable) including the description of the Healthcare Services requested or offered, the suitability of the Talent or Client, the performance of Healthcare Services offered by the Talent, the monitoring of the Talent by the Client, the facilities offered by the Client or your reliance on any Reviews, Reliability Rating or Matched Scores;

(d)    any payment or non-payment of the Engagement Fees by the Client (except for our obligations as set out in the Client Payroll Agreement and Payroll Engagement Agreement under the Payroll Model);

(e)    any works, services, goods, materials or items which do not form part of Our Services (as expressed in these Terms), or which have not been provided by us;

(f)     the conduct of any other users of our Platform and we will have no Liability for any acts of omissions of any other user;

(g)    any third parties (including Third Party Inputs) or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of Our Services may be contingent on, or impacted by;

(h)    any delay in us providing Our Services to you;

(i)     any unavailability of our Platform;

(j)     your Computing Environment or the integrity or existence of any data on the Computing Environment, network or any device controlled by you;

(k)    any exclusions available under our Client Payroll Agreement; and

(l)     any event outside of our reasonable control including a Force Majeure Event.

Survival

This clause will survive the termination or expiry of these Terms.

26.   Limitations on Liability

Despite anything to the contrary, to the maximum extent permitted by law:

(a)    we will not be liable for Consequential Loss;

(b)    each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of that Party’s); and

(c)     our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying Our Services to you or, in our sole discretion: (1) if you are a Client, to us repaying you the amount of the fees paid by you to us in respect of the supply of Our Services to which the Liability relates; or (2) if you are a Talent, if you are a Talent, the amount of your first Shift pay check to which the Liability relates.

Survival

This clause will survive the termination or expiry of these Terms.

27.   Termination

These Terms may be terminated by you at any time with 10 days’ notice, using the ‘cancel Account’ functionality (or similar) in your in the Account page section of your Account settings.

We may terminate these Terms at any time by giving 10 days’ written notice to you (including via in-Account notification) (Termination for Convenience).

We may suspend your Account or terminate these Terms immediately upon written notice to you, if:

(a)    you (or any of your personnel) breach any provision of these Terms and that breach has not been remedied within 5 business days of being notified by us;

(b)    you are a Client and you do not meet your payment obligations to us under these Terms or (if applicable) under the Client Payroll Agreement provided that we, in our sole discretion, may give you the opportunity to resolve this issue;

(c)     there is any reason outside our control which has the effect of compromising our ability to provide Our Services to you; or

(d)    you are unable to pay your debts as they fall due.

These Terms will terminate immediately upon written notice by you, if we:

(a)    are in breach of a material term of these Terms, and that breach has not been remedied within 5 business days of being notified by you;

(b)    are unable to pay our debts as they fall due; or

(c)     amend these Terms (including any fees) at any time with notice and you do not agree to the change.

Upon expiry or termination of these Terms:

(a)    if you are a Client, we will remove your access to the Platform and (if applicable) the Client Payroll Agreement will also terminate;

(b)    any Engagements will terminated;

(c)     we will immediately cease providing Our Services to you;

(d)    subject to these Terms, you agree that any payments made by you to us are not refundable to you;

(e)    where you are a Talent, we will account to you for any services performed under existing Casual Model Engagements as set out in these Terms (as applicable);

(f)     for services not yet performed under existing Engagements and for future Engagements, all Shifts for Healthcare Services not yet performed will be Deemed Cancelled in accordance with clause 15;

(g)    where you are a Client, you must pay us any amount due and payable by you under these Terms and the Client Payroll Agreement for Our Services;

(h)    where we terminate these Terms for reason of a fault by you, you agree to pay us our additional costs arising from, or in connection with, such termination.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

Survival

This clause will survive the termination or expiry of these Terms.

28.   Insurance

You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require as either a Client or a Talent. As a Client you further acknowledge and accept that it is your responsibility to confirm the insurance coverage of any Talent you appoint in respect of an Engagement. We accept no responsibility or Liability, and you waive and release us from any and all Liability in respect of any matters of insurance of a Client or a Talent on the Platform.

During the provision of the Healthcare Services, we strongly encourage you (a Client) to have adequate insurance to cover:

(a)    loss or damage to your property or the property of any other persons which may be operated, used or handled by the Talent;  and

(b)    death or personal injury (to your personnel or any other person) caused or contributed to by the Talent.

During the provision of the Healthcare Services, we strongly encourage you (a Talent) to have adequate insurance to cover:

(a)    loss or damage to your property or the property of any other persons which may be operated, used or handled by you (the Talent);  and

(b)    death or personal injury (to your personnel or any other person) caused or contributed to by you (the Talent); and

(c)     professional indemnity insurance covering any negligence by you.

29.   Notice regarding Apple

If you access or download our mobile application from the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service.

To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.

Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

30.   Notice regarding Google

If you access or download our mobile application from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

We may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

31.   Collection Notice and Privacy

As part of the Platform, Clients within your Preferred Client Criteria will have access to your Talent Profile and all the personal and sensitive information contained in your Talent Profile and can communicate both publicly and privately with you and invite you to join a panel of their preferred service providers or make you a Request For Services.

As part of the Platform, Talent will have access to your Client Profile and all the personal and sensitive information contained in your Client Profile and can communicate both publicly and privately with you or make you an Offer For Services.

We collect personal information about you in order to enable you to access and use the Platform and Our Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy available on the Platform.

We may disclose that information to third party service providers who help us deliver our services (including information technology service providers, security service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information, we may not be able to provide you with access to the Platform or to Our Services.  In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia.

Our Privacy Policy contains further information about (1) how we store and use your personal information; (2) how you can access and seek correction of your personal information; (3) how you can make a privacy-related complaint; and (4) our complaint handling process.

By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.

You must, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam laws applicable to you in respect of all personal information collected, used, stored or otherwise dealt with under or in connection with the Platform.

If you are a Client, you acknowledge and confirm that by using our Platform will have access to Talent’s personal and sensitive information contained in their Talent Profile. You agree that this information is only to be used for the purposes of engaging the professional services of Talent. You are responsible for ensuring you have appropriate measures in place to protect a Talent’s personal and sensitive information and that only your authorised users have access to this information.  Any personal and/or sensitive information provided to you by a Talent is provided in accordance with these Terms, including our Privacy Policy. We make no guarantees of the accuracy or currency of the information provided to you by the Talent. The information is shared with you for the purpose of employment of the Talent.

32.   Confidentiality

Subject to these Terms, a Receiving Party must:

(a)    keep confidential; and

(b)    not use or permit any unauthorised use of,

(c)     the Confidential Information of a Disclosing Party.

This does not apply where:

(a)    the information is in, or comes into, the public domain (other than by a breach of this clause or any other duty of confidence owed by the Receiving Party);

(b)    the Receiving Party has the prior written consent of the Disclosing Party (including the consents given for Profile disclosures under these Terms);

(c)     the disclosure is required by Law;

(d)    the disclosure is required in order for the Receiving Party to comply with its obligations under these Terms; or

(e)    the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the Receiving Party ensures the adviser complies with the terms of this clause.

Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.

Survival

This clause will survive termination or expiry of these Terms.

33.   General

Assignment: Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent. If a legal entity such as a company has created an account, you, the legal entity, are the Account owner, and regardless of any change in any contact details, you will remain responsible for your Account as set out in these Terms. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account. We may, at our discretion, refuse any change to the Account owner.

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Entire agreement: These Terms (and the Client Payroll Agreement) contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under them.

Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

Governing law: These Terms are governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Email: We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email. You agree that we are able to send electronic mail to you and receive electronic mail from you. To the maximum extent permitted by law, you release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

Communication: Clients and Talent can communicate privately using our private messaging service or offline as agreed between the parties. In all communications with each other and with us, Clients and Talent must comply with all laws including those relating to privacy, act in good faith to each other, behave in a courteous and respectful manner, must not act in an offensive or inappropriate way and must not engage in bullying or discriminatory behaviour. You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties or via in-Account notification. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

Benefits: Under the Payroll Model, we receive a fee for Our Services from Clients.

Promotional Opportunities offered by us: If any Promotional Opportunities are offered on our Platform, these are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer and displayed on the Platform or otherwise communicated to you. We do not make any representations, warranties or guarantees that any Promotional Opportunity will be fit for any particular purpose, will achieve any specified result, or will provide any benefit. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail. For example, under the Casual Model, if advertised on our Platform, we may offer the uPaged Perk as outlined on our Platform to encourage Talent to fill a specific shift.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Third party sites: Our Platform may contain links to websites operated by third parties.  Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites.  You should make your own investigations with respect to the suitability of those websites.

Variation: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended terms. If you do not agree to the amendment, you may terminate these Terms in accordance with clause 27.

Access: Our Services may be accessed in Australia and overseas. We make no representation that the Platform and Our Services comply with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access Our Services from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access Our Services.

Publicity: You agree that we may advertise or publicise the broad nature of our provision of Our Services to you, including on our website or in our promotional material. If you are a Client, you agree that in order to secure Talent, we require the use of your organisation’s name and logo in our marketing materials to advertise available Shifts. By entering into these Terms, you give us permission to use your organisation’s name and logo in our email mail-outs, our Platform, our website and in online job boards.

Advertising: Unless otherwise agreed with us, you must not advertise an external website, product or service on the Platform. Any website address posted on the Platform must relate to an Offer For Services or proposed Engagement. We may display advertisements or promotions on the Platform. You acknowledge and agree that we shall not be responsible for any Liability of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Furthermore, you acknowledge and agree that content of any advertisements or promotions may be protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by us or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.

Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

34.   Definitions

Account Owner means any individual who is invited by a Client to have the role of an Account Owner permission level Account user as described on our Platform.

Account has the meaning given in clause 9.

Authorised User means any individual who is invited by a Client to have Account access to a Client’s Account.

Department Managers means any individual who is invited by a Client to have the role of a booking manager user permission level Account user as described on our Platform.

Cancellation Fee means a fee equal to the Service Fee which would have been payable for the first two hours of the Shift of the Engagement had it gone ahead or otherwise the amount set out on the Platform.

Casual Engagement Agreement means the contract between the Client and Talent for the provision of Healthcare Services under the Casual Model.

Casual Model means an Engagement of Talent directly by a Client.

Change Fee means the fee payable by a Client that wishes to change its Engagement Type on the Platform which will be advised by us in writing at the time of change.

Clients means the company, entity or organisation who is the primary Account holder as described as a healthcare organisation on our Platform.

Request For Services has the meaning given in clause 10.

Client Payroll Agreement means an agreement between us and a Client relating to the provision of services by us under the Payroll Model which can be accessed at (www.upaged.com/terms-and-conditions).

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.

Confidential Information includes information which:

(a)    is disclosed to the Receiving Party in connection with these Terms or an Engagement at any time;

(b)    is prepared or produced under or in connection with these Terms or an Engagement at any time;

(c)     relates to the Disclosing Party’s business, assets or affairs; or

(d)    relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms including an Engagement;

(e)    whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Content means information and materials available on our Platform being together User Content and Our Content.

Customer Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you into the Platform or stored by the Platform or Our Services or generated by Our Services as a result of your use of Our Services.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Employee Benefits means all benefits owing to employees under Employment Legislation including minimum wage, superannuation, workers compensation, leave entitlements or any other employee benefit.

Employment Legislation means the Fair Work Act 2009 (Cth), Fair Work Regulations 2009 (Cth), Superannuation Guarantee Charge Act 1992 (Cth) and Superannuation Guarantee (Administration) Act 1992 (Cth).

Engagement means an agreement between a Client and a Talent for the Talent to provide Healthcare Services which will occur when an Offer For Services is accepted by a Client via the Platform.

Feedback means any idea, suggestion, recommendation or request by you or (if applicable) your customers, whether made verbally, in writing, directly or indirectly, in connection with Our Services.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Healthcare Services means healthcare services a Talent provides under an Engagement.

Hourly Fee means the talent’s hourly fee as set out on the Platform.

ID Verification has the meaning given in clause 16.

Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective personnel), or in respect of which Intellectual Property Rights are acquired by, either Party.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Intellectual Property Breach means any breach by you (or any of your personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of Our Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Match Score has the meaning given in clause 13.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective personnel in connection with these Terms or the provision of Our Services, whether before or after the date of these Terms.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under these Terms, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Offer For Services means an offer to provide Healthcare Services submitted by a Talent to a Client on our Platform.

Onboarding Manager means any individual who is invited by a Client to have the role of an onboarding manager user permission level Account user as described on our Platform.

Our Content means the content and information we make available on the Platform.

Our Services means provision of our Platform to users (including hosting and maintaining the Platform, facilitating the user functionality and availability of the Platform), assisting Clients and Talent to form Engagements, the provision of our Timesheet Services as set out in clause 12 and the services we agree to provide under a Payroll Engagement as set out in a Client Payroll Agreement.

Payroll Engagement Agreement means the contract between us and the Talent for the provision of Healthcare Services under the Payroll Model.

Payroll Model means an Engagement of Talent using our Payroll Services.

Payroll Services means the payroll services we agree to provide under a Client Payroll Agreement being engagement services, payroll services and dispute services.

Platform means the platform where Clients and Talent can connect and obtain Our Services to enable Talent to enter into arrangements to provide Healthcare Services to Clients. The Platform is available at www.upaged.com and via other channels or addresses which we may choose to make available from time to time.

Preferred Client Criteria has the meaning given in clause 10.

Price means the fee payable by a Client under a Client Payroll Agreement.

Privacy Legislation means any Laws applicable to privacy and includes the Privacy Act 1988 (Cth) and the Health Records and Information Privacy Act 2002 (NSW).

Privacy Policy means our privacy policy which is available on our Platform.

Profile has the meaning given in clause 9.

Promotional Opportunity means a promotional opportunity on our Platform including a financial incentive to a Talent (a uPaged Perk as outlined on our Platform) to encourage Talent to fill a specific shift. This opportunity (if available) is subject to the terms and conditions as set out on the Platform.

Reassignment means the situation where a Talent who has previously been engaged by a Client using the Platform in the six months preceding the date of Engagement of the Talent outside the Platform, accepts a permanent position with a Client off Platform. Talent’s may advertise that they are looking for a Reassignment in their Client Profile. The date of the Reassignment is the date that the Talent starts the permanent position with the Client.

Reassignment Fee means a fee payable by a Client when a Client seeks to permanently engage a Talent who was first introduced to them through the Platform. The fee is as advertised on our Platform.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Reliability Rating has the meaning given in clause 13.

Request For Services means a request to acquire Healthcare Services submitted by a Client via our Platform.

Reviews has the meaning given in clause 13.

Service Fee is the fee advertised on our Platform payable by a Client hiring Talent under the Casual Model, currently a fee of 20% of a Talent’s Hourly Fee for each Shift.

Shift means an agreed time period for the performance of Healthcare Services by Talent under an Engagement.

Systems means all hardware, software, networks and other IT systems used by a Party from time to time, including a network.

Talent means healthcare professional.

Talent Availability has the meaning given in clause 10.

Timesheet means a timesheet submitted on our Platform.

Timesheet Services means the services we agree to provide as set out in clause 12.

Third Party Inputs means third parties or any goods and services provided by third parties which the provision of Our Services may be contingent on, or impacted by.

User Content has the meaning given in clause 17.

you means (as applicable) (1) the person or entity registered with us as either a Client or Talent; or (2) the individual accessing or using the Platform.

26.    Contact us

For any questions or notices, please contact us at:

uPaged Pty Ltd

Email: hello@upaged.com

Last update: 3 November 2021

© LegalVision ILP Pty Ltd

Joining is easy

Simply create an account, build your profile, and match with your perfect nurse / shift / hospital.
uPaged Icon