Placement Terms and Conditions v1.0
1. Definitions and Interpretation
For the purpose of this Placement Agreement the following definitions will apply:
- “Client” refers to either a Member or Customer as a generic synonym where there is no specific difference between the two entities for the purpose of this Agreement.
- “Client Placement Contact” means a person nominated by the Client to interface directly with the Intersect Placement Contact regarding the performance of this Placement Agreement.
- “Customer” means any person or corporation including without limitation a statutory body corporate (or any “related” or “associated” person or corporation of them, within the meaning of those terms in the Corporations Act 2001 (Cth)) that authorises Intersect to provide Intersect personnel.
- “In Scope Services” means the services to be provided by the Intersect Employee as identified in Item 2 of Schedule 1 of this Placement Agreement.
- “Intersect Employee” means any person employed or contracted by Intersect who is provided to the Client to perform agreed Services under this Placement Agreement and without limiting the foregoing includes permanent, part time and casual employees of Intersect and sub-contractors.
- “Intersect Placement Contact” means a person nominated by Intersect to interface directly with the Client Placement Contact regarding the performance of this Placement Agreement.
- “Member” has the meaning assigned to it in the Constitution of Intersect Australia Ltd, Members Charter and Member Agreement.
- “Membership Agreement” refers to the defining Membership Application and Agreement between the Member and Intersect.
- “Membership Fees” refers to the fees paid in association with membership, as defined by the Constitution of Intersect Australia Ltd.
- “Out of Scope Services” means the services identified in Item 3 of Schedule 1 of this Placement Agreement.
- “Placement” in relation to an Intersect Employee, means where Intersect supplies an Intersect Employee to the Client under the terms of a Membership Agreement or Customer purchase order for the provision of agreed Services ; and “placed” has a corresponding meaning.
- “Placement Fee” means the fee that is payable by Client to Intersect if the Client employs an Intersect Employee in the circumstances described in Clause 9.
- “Salary Package” means the anticipated gross remuneration package payable to the Intersect Employee in the current year of their employment which includes gross annual salary, applicable benefits (including superannuation), commission, bonuses, allowances, joining inducements and the costs of the provision and maintenance of a motor vehicle.
- “Services” means the In Scope Services and Out of Scope Services to be provided under the provisions of this Placement Agreement as referenced in Schedule 1.
- “Term” means the period during which the Intersect Employee is made available to the Client under this Placement Agreement for the provision of Services.
- “Work Health and Safety Legislation” means the Work Health and Safety Act 2011 (NSW), related legislation and any delegated legislation made pursuant to such legislation and includes, without limitation, similar legislation applicable in any State or Territory of the Commonwealth of Australia.
2.1 Under the terms of Membership Agreement (for Members) or a Purchase Order (for non-members) Intersect will provide an Intersect Employee to the Client to provide specialised Services to the Client as set out in this Placement Agreement.
3. Acceptance of Placement Agreement
4. In Scope Services
4.1 In Scope Services for the Intersect Employee(s) are specified in Schedule 1.
5. Out of Scope Services
5.1 Out of Scope Services for the Intersect Employee(s) are specified in Schedule 1.
The following conditions are applicable to this Placement Agreement and are relevant to the interpretation of this Placement Agreement:
6.1 Subject to clauses 6.2 and 6.3, the Intersect Employee shall perform the In Scope Services during the Hours of Work as defined in the Employee’s Employment Agreement with Intersect, allowing for relevant state based public holidays. The Hours of Work are specified in Schedule 1.
6.2 Intersect Employees work as a team to support all members/clients. Intersect Employees are required to undertake activities from time to time to support organisations other than the Clients with whom they are placed.
6.3 The Intersect Employee has Intersect-internal responsibilities required to support the ongoing sustainable delivery of value to members/clients. Intersect Employees are required to undertake Intersect activities from time to time.
6.4 Intersect is obliged to manage the performance of the Intersect Employee and to do this effectively the Client agrees to provide Client input from time to time as reasonably required by Intersect.
6.5 The Client Placement Contact must notify Intersect as soon as reasonably practicable in the event of any issues or concerns about Intersect Employee performance, so Intersect can proactively and promptly manage these concerns with the Client and the Intersect Employee.
6.6 The Client can expect transparent and regular communication with the Intersect Placement Contact.
6.7.1 Desk space
6.7.2 Monitor and peripherals including a mouse and keyboard
6.7.3 Intranet and internet network access
6.7.4 Printing facilities
6.7.5 Ergonomic chair that meets the relevant Australian standards.
7. Client Obligations
7.1 The Client agrees that it is responsible for all acts, errors or omissions (wilful, negligent or otherwise) of the Intersect Employee as though the Intersect Employee was employed by the Client, and the Client will, in all respects, comply with all statutes, by-laws and legal requirements to which the Client is ordinarily subject to in respect to the Client’s employed staff including ensuring the health and safety of the Intersect Employee. However, nothing contained or implied in this Placement Agreement will be deemed to define the Intersect Employee as an employee of the Client for any other purpose or purposes.
8. Intersect Obligations
8.1 Performance: Intersect will make every effort to provide to the Client an Intersect Employee in accordance with the Client’s requirements and to ensure that each Intersect Employee provided to the Client performs the Services with a reasonable standard of skill, integrity and reliability.
8.2 Intersect will maintain adequate insurance as required under any applicable law, at such coverage limits in accordance with good professional practice and against insurable risks which may be incurred from the professional services provided.
8.3 During the Placement, Intersect will approve (or not approve) the Intersect Employee’s requested leave in accordance with Intersect’s internal policies and procedures. The Intersect Employee will consult with the Client Placement Contact, where possible, prior to requesting leave, and make reasonable attempts to ensure periods of leave are convenient to the Client. During ordinary periods of leave taken by the Intersect Employee, Intersect is not liable to supply an alternative resource to the Client.
9. Resignation, Recruitment and Replacement of Intersect Employee
9.1 Removal of Intersect Employee: Intersect will notify the Client in writing if it intends to remove an Intersect Employee from the Client as soon as practicable. This may be for reasons of resignation or termination of the employment contract, between the Intersect Employee and Intersect, or any other reason deemed appropriate to Intersect including without limitation supervening illness.
9.2 The Client must notify Intersect in writing, providing reasonable notice, if it desires an Intersect Employee to be removed from the Client site, for any reason, reasonably formed, by the Client.
9.3 If within the Term of the Placement Agreement or within a twelve (12) month period after the conclusion of the Placement Agreement, the Client engages an Intersect Employee, either as an employee or in any other capacity, a Placement Fee of 15% of the Salary Package will apply. This provision will apply notwithstanding that the Intersect Employee is engaged by the Client or otherwise by a related entity of the Client and whether on a permanent, part time, consultancy or contractor basis.
9.4 The Client must notify Intersect in writing if it has employed or engaged, or intends to employ or engage, an Intersect Employee as soon as practicable after the occurrence of the event.
9.5 The Placement Fee must be paid to Intersect within 14 days of invoice.
9.6 In the event of the occurrence of an event under clause 9.1, the Client agrees that Intersect will need time to recruit a replacement Intersect Employee to fulfil the Placement and that no compensation, financial or otherwise, including provision of a locum resource, is payable by Intersect to the Client in relation to the absence of an Intersect Employee during the period of recruitment.
9.7 Intersect agrees to commence recruitment of a replacement Intersect Employee in a timely manner in order to minimise disruption to the Client’s operations.
9.8 You agree that Intersect is required to comply with the relevant modern awards, enterprise agreements or other industrial agreements applying to Intersect Employees provided to you on placement. You agree to notify us immediately if you require an Intersect Employee to work overtime or outside the In Scope Service hours.
10. Term and Fee Schedule
10.1 The Term applicable to the provision of the Intersect Employee to the Client and the applicable Fee Schedule are covered under the conditions and terms of the associated Membership Agreement/Purchase Order. No separate Term and Fee Schedule applies to the agreement.
10.2 The Intersect Employee will continue to be paid by Intersect. Intersect is responsible for invoicing the Client for the provision of the Intersect Employee and related costs under the terms of the associated Membership Agreement/Purchase Order.
11. Work Health and Safety
11.1 The Client must provide the Intersect Employee with a safe work environment to meet the Client’s obligations under all applicable Work Health and Safety Legislation.
11.2 Intersect and the Client will consult with each other as to how they will discharge their respective duties under the applicable Work Health and Safety Legislation.
11.3 Intersect will have worker’s compensation liability for any compensable illness or injury sustained by the Intersect Employee during the placement. However, if the Intersect Employee’s illness or injury is due in any way to the fault of the Client or its personnel, the Client will be proportionately liable to the extent that the illness or injury is caused by any act or omission of the Client.
12. Conflict of Interest
12.1 Conflict of Interest: Intersect and the Client will actively consider if any actual or potential conflicts of interest exist and will take steps to avoid conflicts of interest to the mutual satisfaction of each other.
12.2 If Intersect or the Intersect Employee suspects that a conflict of interest has arisen or may arise during or after the completion of the placement, the party must notify the other parties to this agreement and all parties will attempt to manage the conflict appropriately. The Intersect Employee is to immediately cease any work that is related to a suspected or actual conflict, unless and until a resumption of that work is deemed appropriate by the parties.
13.1 Intersect Employee Confidentiality: The Intersect Employee must keep confidential and must not use or disclose to any person confidential information (including but not limited to processes, materials, documents, costs, secrets etc.) related to any aspect of Intersect or the Client without the express agreement of the relevant organisation. This does not apply to any information or matter which is in the public domain, which is required to be disclosed by compulsion of law or which is not confidential in nature. This obligation continues after the completion of the placement.
13.2 The Intersect Employee will return to the Client at the termination of the placement all confidential information in their possession that is related to any aspect of the Client, including any copies.
14. Intellectual Property
14.1 Intellectual Property: The parties agree that all intellectual property created by the Intersect Employee in the course of the placement, including without limitation any copyright, belongs to Intersect. Intersect agrees to provide to the Client a non exclusive licence to use any Intersect Employee generated IP created by the Employee during the Term for the use of the Client strictly during the Term.
15.1 Policy: The Intersect Employee must comply with all policies and procedures implemented by both Intersect and the Client for the duration of the placement. To the extent of any inconsistency between the policies of Intersect and the Client, the Intersect Employee will comply with the policies and procedures of Intersect.
16.2 No provisions of this Deed may be enforced by a person who is not a party to this Agreement in his or her own right, and the whole or any part of this Deed may be rescinded or varied without the consent of any such third party.
16.3 If any provision of this Placement Agreement is or at any time becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Deed shall not in any way be affected or impaired thereby.
16.4 No failure to exercise and no delay in exercising on the part of any of the parties hereto, or any party entitled hereunder, any rights, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof of the exercise of any other right, power or privilege. The rights and remedies provided in the Placement Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
16.5 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument but execution is subject to the overriding provisions of clause 3 hereof.
16.6 The Parties agree to the exclusive jurisdiction of the Courts of the State of New South Wales and this Agreement is to be interpreted in accordance with the laws of the State of New South Wales and applicable Federal law of the Commonwealth of Australia.