Terms of Business
HelloMonday Pty Limited(ACN 002 888 762) is a consultancy that together with its subsidiaries and related companies (“hellomonday”) supplies coaching and development services(“Services”). hellomonday is committed to providing professional and quality - orientated Services to all clients on the terms and conditions of this document.
This document will govern the relationship between you and hellomonday each time Services are provided to you (“Terms of Business”).
The Terms of Business will apply to the verbal or written deliverables regarding the Services and any confirmation letter issued by hellomonday or Fee Schedule. If there is any inconsistency between the Terms of Business, the confirmation letter or any verbal or written deliverables or the Fee Schedule, the Terms of Business will prevail.
If the Terms of Business are varied it must be in writing signed by you and hellomonday.
2.1 Determining Fees
- hellomonday will negotiate the fee with you prior to commencement of the Services or specific project. Hellomonday may re-negotiate the fee should the specification or responsibility of the particular Service change, after or before commencement of the Services.
2.2 Payment of fees
- Unless agreed otherwise, fees will be invoiced at the commencement of the Services and will be payable within seven (7) days of the date of the invoice.
- Where hellomonday is providing you with Coaching services for your employees (“Coaching”) hellomonday will invoice you for the fees for Coaching Services at the commencement of the Services and the invoice will be payable within seven (7) days.
- The details of the fees are provided in the services description.
- Expenses will be invoiced as they are incurred and will be payable within seven (7) days of the date of the invoice.
- Payment for accommodation, travel, meals and other extraordinary expenses, will be agreed with you prior to Hellomonday incurring those expenses, and will not be payable by you unless agreed.
- Hellomonday may substitute the hellomonday employees or subcontractors (“hellomonday Personnel”) providing the Services to you at its discretion.
- If hellomonday substitutes any hellomondayPersonnel, hellomonday will use all reasonable endeavours to ensure that there is minimal disruption to the Services.
3. Hellomonday’s responsibilities
3.1 Service Levels
- Hellomonday will exercise due care and skill when providing the Services and will use all reasonable efforts to meet the deliverables. The Services will be provided to you at the highest standard expected of a consulting business operating in your market.
- Hellomonday does not accept responsibility for any delay in, or failure to complete the Services or deliverables where that delay is the result of any act of god, industrial dispute, act of a third party or failure on your part to meet your obligations.
- Hellomonday does not accept responsibility for the accuracy of information provided to it by you, candidates or third parties.
Hellomonday is responsible for the payment to or in relation to hellomonday Personnel who may perform the Services of:
- wages, salaries, bonuses, penalties, loadings and allowances;
- payroll tax and pay-as-you-go tax instalment deductions;
- workers’ compensation insurance premiums;
- superannuation contributions; and
- any other payments required by law.
3.3 Compliance with Laws
Hellomonday will comply with all requirements prescribed by any law or instrument applicable to any hellomonday Personnel including, but not limited to:
- industrial relations legislation;
- industrial awards and other industrial instruments made or approved under legislation;
- occupational health and safety legislation; and
- discrimination legislation.
4. Your responsibilities
- While hellomonday is providing Services to you at your premises (or while attending any other premises on your behalf) you are responsible for ensuring the health and safety of the Hellomonday Personnel or any other person who comes into contact with them.
- You are responsible for complying with the requirements of any law applicable to any employees or contractors including but not limited to industrial relations legislation, occupational health and safety legislation, and discrimination legislation.
This includes, but is not limited to, the following:
- immediately notifying hellomonday of any occupational health and safety risks or discrimination or harassment issues in connection with the provision of the Services; and
- providing a workplace which meets all applicable occupational health and safety standards.
4.2 Confidential information
- Hellomonday, its employees, agents and subcontractors will respect the confidentiality of your Confidential Information and Intellectual Property, but you are responsible for the protection of your Confidential Information and Intellectual Property. Unless you specify information as confidential, hellomonday is not liable for any claim arising from the use or misuse of your Confidential Information and Intellectual Property.
- In this clause and clause 3:
"Confidential Information" means information that is not in the public domain regarding you and your business.
"Intellectual Property" means any rights and or title in or related to any trademarks or copyright works, documents, films, computer programs or sound recordings, know-how or trade secrets held by you or a related entity to you.
The Client must ensure andmust not take any steps to exclude, hellomonday personnel from coverage under any applicable insurance policies of the Client when hellomonday personnel attend the Client’s premises or workplaces to provide Services in accordance with this agreement. The Client must at all times maintain public and third party liability insurance of at least $20,000,000 in the aggregate.
5. Contract Material
5.1 Ownership of Contract Material
Ownership of all Contract Material shall remain with hellomonday.
5.2 Use of Contract Material
You will be entitled to indefinitely but not exclusively use, reproduce or alter the Contract Material for your own purposes.
5.3 Hellomonday’s rights in Contract Material
Clause 5.2 does not restrict hellomonday from using or reproducing the Contract Material and does not grant you any rights to hellomonday’s trademarks, logos or other identifying marks.
“Contract Material” means materials and documents brought into existence for the purpose of providing the Services or incorporated in the materials or documents.
6. Cancellation and termination of Services
6.1 Cancellation before commencement of Services
- If you want to cancel the Services prior to the scheduled commencement of the Services, you must provide hellomonday with seven (7) days notice in writing.
- Coaching Services may be cancelled at any time.
6.2 Termination of Commenced Services
- Subject to this clause 6.2, you may terminate the Services by giving seven (7) days written notice to Hellomonday.
- There will not be a refund for Coaching Services fees which have commenced.
7. Legal Relationship
You agree that nothing inthis agreement creates a relationship of employment, partnership or agency between you and Hellomonday, its employees, agents or subcontractors.
8. Liability and Indemnities
- Hellomonday is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by you, or for which you may become liable, arising from the performance of the Services, unless the loss, damage, cost or compensation was caused by a breach of the Terms of Business by hellomonday. Hellomonday’s liability shall not include punitive or exemplary damages or consequential loss including loss of profits. This clause does not vary the disclaimer of liability contained in clause 3.1.
- You indemnify hellomonday (and keep hellomonday indemnified) in respect of all claims by hellomonday personnel arising from or related to your acts or omissions including but not limited to termination of the assignment by you or your failure to meet your obligations under these Terms of Business.
- Any liability of hellomonday under clause 8.1 will be reduced to the extent of your contributory negligence (if any) or the negligence of a third party.
9. Goods and services tax
- All fees payable under these Terms of Business are exclusive of GST.
- GST will be added to the fee at the prevailing rate unless it is assessed to be GST exempt.
- Out-of-pocket expenses, when applicable, will be calculated and charged as the amount incurred by hellomonday (net of any input tax credit to which hellomonday is entitled) plus GST as applicable.
- You agree to comply with the Privacy Laws regarding Personal Information collected, used or disclosed by you in connection with this agreement. You agree not to use or disclose any Personal Information provided to you by hellomonday except for the purpose of receiving hellomonday's services.
- You must ensure that before disclosing any Personal Information to hellomonday you are entitled to disclose that information under the Privacy Laws and obtained any required consents or authorisations and/or provided any required notifications.
- If you become aware of any actual or alleged breach of the Privacy Laws concerning information disclosed by hellomonday to you by you to hellomonday, you should immediately notify Hellomonday and comply with any reasonable directions of hellomonday with respect to such breach.
- In this clause:
has the meaning given to that term in the PrivacyAct 1988 (Cth) (and any equivalent term/s under applicable privacy or data protection laws).
means the Privacy Act 1988 (Cth) and any other applicable privacy or data protection laws.
11. Governing Law
These terms of Business are governed by the laws of the state or country in which the Services are provided and all disputes arising from these Terms of Business will fall within the exclusive jurisdiction of the courts of that state or country.