Integral Partners.
Our Terms & Conditions for the Partner Casual Agreement.
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Partner Casual Employment Terms & Conditions
Thank you for joining our platform & collaborative community of independent leadership & organisation development practitioners (“Partners”). Our platform (Able) connects networks of practitioners (such as coaches, facilitators & consultants) to companies with leadership & organisation development project needs (Clients). It helps you deliver great projects that create better leaders and teams.
The following statement outlines the terms & conditions for your use of our platform and, services that we provide to you, and services you provide to other Partners and us under this Agreement. If you do not accept the Terms and Conditions of this Agreement, please cease using our Platform and Services immediately.
Archived Version: This agreement was published on 2nd November 2022, minor grammar amendment to clause 5.4.2 on 14th December 2022. Archived 6th June 2023.
1. Structure of the Agreement
1.1 The Parties
This Agreement is made between Integral Development Associates Pty Ltd, ABN 41 008 738 672 ("Integral", the “Company”, "we", or "us"), and the person or entity using our Platform (“you”, or “Partner”), collectively known as “the Parties”.
1.2. Related Documents
Our Agreement with you incorporates these related documents: Schedule 1 (the “Partner Form”); our Partner Terms & Conditions (this document), our Terms of Use (for Participants or Users of our Services), Schedule 3 (Team Members), our Privacy Policy, and the Definitions & Interpretation, (collectively the “Partner Casual Employment Agreement”).
1.3. How the Agreement Works
By signing and returning the “Partner Casual Employement Agreement” in hard copy, or signing and submitting it electronically, or by checking the “I agree” (or similar button) that is presented to you at the time of creating an Account, or by using Able; you acknowledge, agree and accept this Agreement and are creating a legally binding agreement with us. This agreement wass published on 2nd November 2022, and is effective for all Partners with a Casual Agreement from the 21st November 2022 (the “Effective Date”).
2. Definitions and Interpretation
2.1. Definitions: For purposes of this Agreement, unless the context requires otherwise, the Definitions and Interpretation rules provided by the Definitions & Interpretation page on our Website apply. You acknowledge and agree that you have read and understood those rules. They can be found on our website at: https://www.integral.org.au/definitions.
2.2. Summaries: The introductions to each clause presented in bold font starting with the words “to summarise” or something similar do not form part of the clauses and are offered only for your assistance.
2.3. Partners: Where this document refers to “Partners” or “Partner” generically, those references: (a) do not mean a partner in the legal sense but rather a person that has engaged with us to acquire our Platform Services; and (b) include you in your capacity as a Partner by force of this Agreement; except where the context indicates Partners other than you.
3. Basic Agreement
To summarise: we’ll provide you with a software program (Able), a network of practitioners, and support to help you design, sell & collaborate with other partners to deliver leadership & organisation development projects to your clients & participants. And you’ll do your best to ensure projects are successful and you collaborate well with others (when applicable).
3.1. Subject to the terms of this Agreement, we grant you a license to use our Platform (“Able”).
3.2. Able: Our software Platform enables you and other Partners to design, sell & deliver leadership, team & organisation development services (“Projects”) to client organisations (“Clients”) and their employees (“Participants”), and measure the quality & impact of the Project.
3.3. Marketplace: Able also has a marketplace of other coaches, facilitators, trainers & consultants, which you and your Team Members can join and collaborate with on Projects (our “Partner Network”).
3.4. Platform Services: Through Able, we’ll provide you with a range of features & services (the “Platform Services”), including some services delivered by our staff (“Project Support Services”), that help you design, draft & cost a Quote; coordinate & schedule Coaching Sessions, Workshops and Consulting Components, as outlined in Clause 5 (Platform Services); and split the earnings from the Project (“Splits”) based on the Project Roles and manage the payment process to Partners (“Payouts”).
3.5. Project Agreements: You can design, cost & share a Project quote (“Quote”) in Able. When you and your Client agree & accept your Quote using Able, you (the “Project Owner”) are contracting directly with that Client. You can agree on your own terms with your Client or use our optional Client Project Agreement, as outlined in Clause 8 (Quotes & Project Agreements).
3.6. Project Teams: As a Project Owner, you can deliver the Project by yourself, with your own team (“Team Members”), and pick other Partners from our Partner Network in Able; then assign Project Roles & Responsibilities and deliver the Project in collaboration with these Partners (the “Project Team”), outlined in Clause 7 (Project Teams and Project Roles). When you offer a Role or Project Component to another Partner (or they to you and you accept), you are contracting directly with that Partner. When you choose to use another Partner to deliver a Component and/or our staff on your Project, they are providing the Partner Services to you, and you are providing the Partner Services to your Clients.
3.7. Programs & Components: Projects may include a series of activities, project phases, or a structured behaviour change intervention for a specific cohort or group of Participants (called “Programs”). Projects and Programs are made of several tasks, services & product types (“Components”), including activities that Partners deliver on the Project (“Partner Services”). Able supports three primary Component types: Coaching sessions (1-on-1 activities), group Workshops (for training or facilitation sessions with groups of 3 or more people), and Consulting activities (such as research, meetings, design & development activities). Able automates aspects of Component scheduling & delivery and supports online or face-to-face modes.
3.8. Community & Quality: To ensure you, other partners, and we deliver high-quality projects, we: provide a range of events and learning & development activities (“Partner Community”); only support certain services and products on our Platform (“Supported Services”); and provide our own services & products, including qualifications and individual, team & organisation diagnostics (“Our Products”) that you can offer to your Clients, outlined in Clause 6 (Supported Products & Services). We will also facilitate collaboration, problem-solving, and dispute resolution between Partners, Project Teams and Clients.
3.9. Payments & Payouts: We will enable the collection of payments from Clients on your behalf, and the processing of payments to you and your Project Team as the Project is delivered (“Payouts”) and will divide and distribute the project income received. We will also manage any issues, complaints or other activities associated with processing payments, as outlined in Clause 12 (Our Platform Fee, Partner Fees & Payouts).
3.10. Platform Fee: We will charge a percentage of the Project Value for all projects on Able, as specified in Schedule 1 (the “Platform Fee”) and outlined in Clause 12.1 (Platform Fee), for the Platform Services we provide (a “Platform Fee”), and charge additional Fees for other optional products and services you may choose to include on a Project or as part of your Partner Agreement with us.
3.11. You acknowledge and agree to: Use our Platform to design, sell and deliver leadership & organisation development services and Projects to your Clients in accordance with this Agreement. If any part of a Project is to be paid by you collaboratively in cooperation with other members of our Partner Community (other Partners) or our staff members, you agree to interact with those persons cooperatively, conscientiously, professionally, and to the best of your ability; and will use your best endeavours to ensure and protect the success, reputation, profitability and interests of the other Partners & Project.
4. Your Relationship with Integral
To summarise: to ensure we can easily manage your tax and super you are employed solely as a casual employee with Integral, however the relationship is non-exclusionary, non-exclusive and you do not report to anyone at Integral.
4.1. Partner Agreement
4.1.1. Integral makes the offer of employment in this Agreement solely on the basis that there is no firm advance commitment that the work will continue indefinitely with an agreed pattern of work (No Commitment) and that it can elect whether or not to offer work to you.
4.1.2. By signing this Agreement, you accepts the offer and agree (a) with the No Commitment, (b) that you may elect to accept or reject any work offered by Integral and (c) that you are employed (and will only work) as a casual.
4.1.3. You are employed solely as a casual employee where Integral is responsible for superannuation, income tax (PAYG), and GST.
4.2. Your Relationship with Integral
Your relationship with us is specified in the Schedule 1 and you agree you are a casual employee and do not intend to create any other type of relationship, and in particular, do not intend to become legal partners, joint venturers, or principal/contractor; and this is so regardless of any co-branding; joint activities, or when you deliver Services to Clients.
4.3. Characteristics: Non-Exclusive and Non-Exclusionary
The Parties acknowledge and agree that:
4.3.1. Their relationship is non-exclusive, meaning that either Party may have a similar relationship with a third party, subject to any restraints of trade accepted by that Party under this Agreement.
4.3.2. Their relationship is non-exclusionary, meaning that each Party may engage in other activities, provided that such engagement does not interfere with its capacity to perform its obligations under this Agreement.
4.4. Casual Employee Relationship
4.4.1. The Partner is engaged as a casual employee.
4.4.2. Integral will employ you as a casual employee and your engagement with Integral will terminate no later than at the end of each separate Project or Program for which you are casually employed.
4.4.3. You acknowledge and agree that your employment with Integral will be subject to the terms of this Agreement on each separate occasion that you perform a Project or Program and at all other times as specified in this Agreement.
4.4.4. You further acknowledge and agree that this Agreement does not create any expectation of continuity of employment, that you are to be engaged by Integral on a casual basis as required, and that Integral is not making any representation or guarantee as to the availability of ongoing, regular or systematic work or any firm advance commitment to hours and days worked.
4.4.5. The terms and conditions of this Agreement will apply to your employment with Integral during the period from the Effective Date to the date of termination of this Agreement in accordance with clause 23 (Term and Termination).
4.4.6. You agree that the Fee includes any casual loading and is intended as payment in lieu of, and in substitution for, all leave entitlements that would otherwise apply to full-time employees including (but not limited to) annual leave, personal and carer’s leave and compassionate leave and you agree and undertake not to make a claim for any leave entitlements.
4.4.7. The Fee is also inclusive of all allowances, loadings and penalties including (but not limited to) overtime loadings, leave loadings and site allowances and provides complete compensation for any such allowances, loadings and penalties and it is agreed the Fee is to be used to set off in full any claim made by you or on your behalf for such allowances, loadings and penalties.
4.4.8. You accept and agree that the Fee is also paid as compensation for you not having one or more of the entitlements enjoyed by full-time or part-time employees as set out in the National Employment Standards (NES) in the Fair Work Act 2009 and you and Integral both agree that Regulation 2.03A of the Fair Work Regulations 2009 applies to the maximum extent permissible by law.
4.4.9. You also accept and agree that a Court or Tribunal may offset any identifiable casual loading amounts which are included in the Fee paid to you by Integral, which includes the casual loading (Casual Loading) against amounts found by such Court or Tribunal as owing to you as a result of a finding that you were not a casual employee (Amounts Owing) and that such Court or Tribunal may reduce the total of such Amounts Owing by the total of the Casual Loading providing that the Amounts Owing is not reduced below zero.
4.5. Fair Work Information Statement
We will in accordance with the NES provide you with a Fair Work Information Statement, before, or as soon as practicable after the Effective Date.
4.6. Superannuation
4.6.1. As a casual employee, we are responsible for your Superannuation, and we will pay a portion of your Fees into a superannuation fund on your behalf that meets our statutory superannuation obligation.
4.6.2. You must nominate a complying superannuation fund (“Fund”) for the purposes of clause 5.5.1, otherwise we will select a suitable fund in default
4.7. Insurance
4.7.1. We provide insurance cover to protect Partners, Clients and Participants for Programs and Services booked and delivered through our Platform. Our specific insurance details are outlined in our Partners Guide. As a Casual Employee we provide the following insurance coverage:
a. Workers Compensation Insurance
b. Public & Products Liability Insurance
c. Professional Indemnity Insurance.
4.7.2. You acknowledge and agree you have read the Insurance section of our Partners Guide.
5. Platform Services
To summarise: we’ll provide you access to & use of the Platform, including technology and support, to assist you to design, sell and deliver excellent leadership development programs by yourself or in collaboration with others. We’ll also handle legal agreements, insurance, and collect & process payments on your behalf, so you can focus on delivering the best programs for your clients.
We agree to provide you with a range of services (the “Platform Services”) as follows:
5.1. Technology Platform (Able)
5.1.1. Our technology Platform (Able) provides a range of services and workflows to assist Partners to design, sell, deliver and manage payments for Programs to Clients and Participants, including but not limited to:
a. Publish your Brand, Profile and Team Profile on our Platform and Websites.
b. Customise branding on Quotes, Projects, Programs and related emails.
c. Project Quoting & Costing.
d. Program & session evaluations.
e. Project management & Program coordination workflows for Projects.
f. A range of individual, team and organisation diagnostic instruments.
g. Micro-Learning: A set of automated emails with learning material sent to Participants.
h. Nudges: A set of automated emails with micro-learning and reminders sent to Participants.
i. A set of automated emails to Participants related to a Program, such as a Welcome email.
j. Ad-hoc email communication to Clients, Participants and Projects Teams.
k. Semi- and fully-automated session scheduling and reminders.
l. Calendar integrations that allow automated bookings in Partner calendars.
m. Regular automated Program and session updates to Clients via email.
n. Payments collection and payout process.
5.1.2. We may add, change or remove any of these features at our absolute discretion.
5.1.3. We will provide you with access to our Platform to facilitate your delivery of Client Programs.
5.1.4. We grant you a limited, personal, non-exclusive and non-transferable license to access and use our Platform, subject to all conditions and limitations stated in this Agreement.
5.2. Proposals and Quotes
As part of our Platform Services, we will provide the following Proposal and Quote tools:
5.2.1. Quoting: a quote tool in Able to design, draft & cost quotes and share them with your Clients.
5.2.2. Proposal Templates: access to our library of templates and content that cover our services, products and Partner profiles in various formats including PDF, PowerPoint and MS Word.
5.2.3. Project Pricing Templates: access to Excel spreadsheets that can be used to draft project costs and plans prior to setting up a Quote or Project on Able or when preparing a Client Proposal.
5.2.4. Proposal Support: optional support to design, cost and draft Proposals and Quotes, as outlined in clause 5.5 below (Project Support Services).
5.2.5. Client Project Agreement: an optional model or example Client Project Agreement between the Client and Project Owner, as outlined in clause 8.3 below (Project Agreements & our model Client Project Agreement).
5.3. Partner Community: Events, Training & Support
To summarise: we’ll help you get set up, provide technical support and host sessions & events for our partner community that you can attend if you like.
We facilitate a collaborative community of practice for all Partners to belong to and learn from each other and offer a range of optional face-to-face and online events, sessions and resources for Partners such as:
5.3.1. Platform Onboarding: an initial one (1) hour online session for Able setup & training.
5.3.2. Community of Practice: a series of regular online learning & development sessions on various topics including, best-practice coaching & facilitation methodologies, and insights on designing for better program outcomes.
5.3.3. Events: we host community events and get-togethers for all members of our Partners.
5.3.4. Resources: we share a range of resources and templates, including: coaching & training tools, workshop slide templates, and participant materials & workbook templates.
5.3.5. Integral Team Training & Product Accreditation: for Partners that want to use Our Products (e.g. the Integral Leadership 360º Profile) or deliver on Projects where Integral is the Project Owner, we run training workshops on our products and our approach to running Projects.
5.3.6. Technical Support: we provide ongoing technology support for Partners as required and instructional guides for Able and all core technology systems as outlined in our Partners Guide.
5.4. Partner Network & Marketplace
5.4.1. Being Included in the Partner Marketplace: If you are open to collaborating with other Partners to design and deliver Client Projects and wish to be included in the Partner Marketplace for that purpose, you must complete Schedule 2 (Partner Rates).
5.4.2. Project Team Matching & Recommendations: we may recommend you to Partners that have you could provide Partner Services on. We provide this service for the convenience of you and our other Partners, and you are free to accept or reject these offers.
5.4.3. Using Other Partners in the Network: When you are the Project Owner, Program Lead or the Program Designer for a specific Client Proposal, you can select other Partners from our Partner Network to deliver specific Components.
5.4.4. Availability & Suitability of Other Partners: You understand and acknowledge that we make no guarantee of the other Partners’ availability, capability or suitability for any Project or Component; however, we will use our best efforts to check skills and suitability.
5.5. Project Support Services
We offer a range of Project Support Services our staff provide to you and your Clients for that specific Project. If you choose a Project Support Service when designing a project in the Quote section of Able, a member of our staff will provide the service. Our Project Support Services include the following:
5.5.1. Business Development & Sales Support: including attending sales meetings, reaching out to and following up with potential clients regarding a specific opportunity or Quote.
5.5.2. Proposal Support: design, cost and draft a Quote and associated Proposal for a Project.
5.5.3. Program Coordinator: project management, coordination, logistics and scheduling assistance.
5.5.4. Project Support Services Fees: Our prices for these services are shown in our Platform when designing a Quote and on the Pricing page of our website. We will charge the Project Support Services Fees pro-rata with Payouts.
5.6. Materials & Printing
5.6.1. Materials: we provide a range of learning materials, tools and content in digital formats for use by Partners for Programs and Services delivered through our Platform.
5.6.2. Printing Services: we may provide printing services for Partners for Programs and Services delivered via our Platform. You acknowledge & agree that, when chosen, Printing Fees will be included in the Quote and charged to the Client.
5.7. Third-Party Technology Services
5.7.1. Depending on your agreement with us (as indicated in section 5.1 of the Partner Form) and the Project, we may provide a range of third-party technology services for Partners to access and use, some of which integrate with our Platform.
5.7.2. These services may include:
a. Email service (Microsoft Outlook or similar),
b. Video Call service (Microsoft Teams or similar),
c. Document Management system (Microsoft Sharepoint and OneDrive or similar),
d. Internal Messaging service (Microsoft Teams or similar),
e. Calendar service (Microsoft Calendar or similar),
f. Calendar Integration service (Calendly or similar),
g. Wiki or Knowledge Management system (Notion or similar),
h. RTO Student Management service (Accelerate or similar).
5.7.3. The choice of a suitable type and level of third-party service is made by us at our discretion.
5.7.4. You acknowledge and agree that your access and use of such Third Party Services is governed solely by the terms and conditions of such Third Party Services.
5.7.5. You understand and acknowledge that we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services and that we cannot guarantee that any third-party services provided to us by third parties will be uninterrupted or continuously available, or of consistently good or suitable quality.
5.8. Payments and Transactions
5.8.1. We manage payments and transactions via our Platform, including between Clients, Project Teams & Partners. We also handle payments issues such as fraud, chargebacks and payments disputes. Our handling of your Client payments is part of the Platform Services.
5.8.2. Client Payment Methods: Our Platform will permit Client payments through bank transfers or credit card. Client credit card payments are powered by Stripe and attract a processing fee.
5.8.3. Client Invoicing & Receipts: if chosen, we will manage all invoicing processes for Clients and Projects delivered through our Platform. Invoicing timeframes and milestones will be agreed and formalised on our Platform by Project Owners & Clients before work begins. Clients also receive a confirmation and receipt for transactions and records of transactions as required.
5.8.4. Partner Invoicing: if you are the Project Owner you may choose to invoice your Clients yourself for the entire Project. In this case we will process the payments to the Project Team, and charge you these Fees plus any related Platform Fees.
5.8.5. Partner Payment Methods: Partners in Australia have their fees from Clients handled by us distributed to them by direct bank deposit. Partners outside Australia receive their fees by bank transfer or Paypal. You agree to these payment methods.
5.9. Our Insurance
We have insurance cover which will extend to cover Partners, Clients and Participants in certain situations as outlined in our Partners Guide. You acknowledge and agree you have read the insurance section of our Partners Guide.
5.10. Changing our Platform Services
We reserve the right to change or discontinue any aspect of our Platform Service, or to change to a different technology, software or service as we consider appropriate, in our sole discretion. Where we change the Platform Services available to you, we will notify you in advance as may be reasonably practicable in the circumstances.
6. Supported Products & Services
To summarise: our aim is to help you provide the best leadership, team and organisation development services to your clients. To do this we limit which services & products we support and may recommend changes to some services you offer your clients, where, in our opinion, that will help improve your project outcomes.
6.1. Supported Products & Services
6.1.1. We provide, manage and support the delivery of specific products and services that you can deliver and/or offer to your Clients in accordance with this Agreement (“Supported Services”). These include, but are not limited to: learning & development design & development services, leadership coaching & executive coaching services; facilitation services, training workshops, learning & development programs; consulting; strategy & strategic planning & services; change management services; inclusion & diversity programs; leadership & team development programs; diagnostic & assessment services; organisational review services; business & workforce planning; presentation, advice, & other review services; meditation, mindfulness & wellbeing services; our own products individual, team & organisation surveys (see clause 6.2); Leadership & Management Training Packages (see clause 6.3 below); and we also support a range of third-party tools and diagnostic products.
6.1.2. The Products, Partner Services and Program types we support are outlined in the Supported Products & Services section of our Partners Guide, which is updated regularly.
6.1.3. You may request an addition to, or clarification of, our list of Supported Products & Services. We will consider our capability to support your delivery of the requested Partner Service through our Platform and will update our list where we consider it feasible, appropriate, and consistent with our goal of supporting high-quality service delivery by Partners.
6.1.4. You agree that you have read our Partners Guide and will only offer and provide Supported Services to Clients except as permitted by the preceding subclause.
6.2. Our Products
6.2.1. We have a range of products for our Partners to deliver to their Clients and on Projects, including Integral 360º Feedback Profiles, the Integral Team Effectiveness Measure (ITEM), the Integral Organisation Survey (IOS), Leadership & Management Training Packages (“Our Products”).
6.2.2. Some of Our Products are provided free of charge to you and your clients, others have Recommended Retail Prices.
6.2.3. To deliver some of our specific Products such as Integral 360o feedback profiles we may require you to attend training courses, and may charge an additional fee.
6.3. Our Leadership & Management Training Packages
6.3.1. We are a Registered Training Organisation (RTO) with the Australian Skills Quality Authority (“ASQA”) and provide several Training Packages that Partners, can offer and sell to their Clients (“Our Qualifications”). This means Participants on these Programs can gain formal accreditation for a full or partial qualification. These training packages are described on our Qualifications page on our website, and include the following three qualifications:
a. Advanced Diploma of Leadership & Management (BSB60420)
b. Diploma of Leadership & Management (BSB50420)
c. Certificate IV in Leadership & Management (BSB40520)
6.3.2. To design, provide training on, assess or offer Our Qualifications to Clients & Participants, Partners must have: 1) the required qualifications as outlined by ASQA and in clause 10.2 (Required Qualifications for Training Packages); 2) a Partner Agreement (like this one); and 3) the Project Agreement must be between Integral & the Client. Contact our business development team if you would like assistance with this.
6.4. Excluded & Prohibited Services
We will not provide support for the delivery of other products and services by you to Clients beyond those included in this Agreement and in our Partner Guide (“Excluded Services”), except where expressly agreed in writing with you prior to the relevant Proposal being offered to a Client. However, you are free to provide unsupported Excluded Services to your Clients outside the scope of this Agreement provided that you do not use our Platform or Intellectual Property for the delivery of those Excluded Services or represent to anyone that you are doing so on our behalf or with our endorsement.
6.5. Program Design and Delivery Alterations
6.5.1. As part of the Platform Services, we provide you with advice and suggestions, based on our knowledge and experience. We may recommend that you alter the design or delivery of a specific Project, Program or Component in order to ensure a high standard of quality.
6.5.2. In the event we ask you to alter the design or delivery of a specific Project, Program or Component: (a) we will consult with you appropriately; and (b) if after such consultation you still wish to proceed with the original design, then you may terminate this Agreement under clause 23.5 (Termination for Convenience) on the basis of that disagreement.
6.5.3. You acknowledge that we wish to preserve our reputation as a facilitator of high-quality services, and may decline to support proposed Partner Services that do not meet our standards.
7. Project Teams and Project Roles
To summarise: when you create a project on Able you can invite your project team, and if you accept a project role we expect you to work to the best of your ability to ensure the project runs well & has great outcomes; this includes collaborating with all stakeholders on the project (Partners, Participants & Clients).
7.1. Project Teams
All Quotes and Projects on Able have a group of people involved in the design, selling, coordination and delivery of the Project to the Client (the “Project Team”). In some cases this may be one person, in others as many as 30 people may collaborate to sell and deliver the Project. Some of these people may be Partners and others Integral employees that provide Project Support Services.
7.2. Project Roles & Responsibilities
To summarise: projects teams have a range of roles and user permissions defined in Able, including Project Owner, Proposal Designer, Project or Program Lead, and the delivery partners (such as other consultants, coaches and facilitators). You might wear all these hats on some projects, and on others, just one. If another Partner offers you a role on a project they own, you can always decline the offer or negotiate with that Partner to vary the role, tasks or fees you will receive.
Able allows users to assign Roles & Responsibilities to Partners and other people on Projects, Programs & Components (“Role” refers to one of the actor categories listed below, and “Responsibilities” means the responsibilities included in the description of each Role).
These Roles include, but are not limited to:
7.2.1. Project Owner or Deal Owner: is the owner and responsible entity for a Quote and Project. They have final decision-making authority on the Quote & Project, including the Roles, Splits & Pricing.
7.2.2. Project Lead or Program Lead or “PLC”: is responsible for the project management, quality and impact of a specific Project or Program. They liaise with the Client, respond appropriately to Project or Program needs that may arise, and collaborate with the Project and/or Program Delivery team, as appropriate, promptly to ensure the best outcomes.
7.2.3. Delivery Team Partners: are responsible for the specific tasks, activities and Service Components to be provided to Clients as part of a Project or Program.
7.3. Accepting a Role or Project Component
In order to ensure the best Project outcomes you agree to implement the following principles:
7.3.1. You acknowledge and agree that we or other Partners may suggest to you a Project, Program, Role or Component, for Projects other than ones initiated by you. Where you initiate a project, you must define and allocate the Roles and Service Components.
7.3.2. You acknowledge and agree that your Role, tasks and Partner Fees in a Project will be as allocated and specified on the Platform.
7.3.3. You acknowledge and agree that you will communicate with the Project Owner and Program Lead, as required to ensure the success, highest quality and best outcomes of the Project.
7.3.4. You are free to accept or decline involvement in delivering any Project, provided however, that you may accept only those Projects:
a. for which you have the requisite knowledge/expertise to deliver and complete;
b. that do not present a conflict of interest or breach any express or implied terms of any contract or of any other obligation legally binding upon you; and
c. that relate to matters that you are permitted to discuss under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise).
7.3.5. You are expected to accept or decline a Project or Role within two (2) business days of being notified of a request that you exercise a Role or be involved in a Project. If you want to decline a Role allocated to you, you must notify the Project Owner, in writing, as soon as possible.
7.3.6. You acknowledge and agree that if you do not decline a Role or Component as required by clause 7.3.5, we and other Partners may proceed on the assumption that you have agreed to take on that specific Role, Service Component or task.
7.3.7. You acknowledge and agree that you will adhere to any schedule or program you establish with the Client and/or Project Owner regarding the delivery of a Project or exercise of a Role.
7.3.8. You acknowledge and agree to give adequate time, ability, and attention and your best efforts to perform all aspects of the Roles and Responsibilities section (clause 7.1) above, as required by the circumstances, and in a timely manner.
7.4. Statement of Work
7.4.1. Able enables Project Owners to offer Roles & Components within a Project to other Partners.
7.4.2. A Project Owner may revoke or modify a Component at any time before accepting.
7.4.3. If the Service Delivery Partner accepts an offer on the Platform, a legally binding contract is created between the Service Delivery Partner and the Project Owner (called either a “Statement of Work”, “SOW or “Component Task Contract”.
7.4.4. Once the Statement of Work is created, the Service Delivery Partner and Project Owner may vary the Statement of Work on the Platform.
7.4.5. Once the Partner Services are completed, the Service Delivery Partner must provide notice of that on the Platform.
7.5. Your Relationship to the Service Delivery Partner
If you and a Partner decide to collaborate on a Project, the Statement of Work is a contractual relationship directly between the Project Owner and the Partner. Your contractual relationship differs depending on who you choose from the Partner Network and their agreement type with us. Options include:
7.5.1. Integral Service Delivery Partner Option: where Integral provides a Service Delivery Partner on a Casual Employment Agreement (this type of Agreement) to you and the Client who purchases the Project & Components from you as a casual employee of Integral; or
7.5.2. Self-Service Delivery Option: where you are the Service Delivery Partner for the Component; or
7.5.3. Independent Service Delivery Partner Option: where an independent Partner provides a Service Delivery Partner on a Partner Services Agreement to you and then you will provide that service to the Client who purchases the Project & Components from you as a casual employee of Integral.
7.6. Collaboration with Other Partners
You agree to collaborate & communicate with Clients, Participants, Project Owners; Project or Program Leads; Program Coordinators; Service Delivery Partners and other Partners exercising other relevant roles, as appropriate and in a timely manner, to ensure the correct delivery of Projects you are involved in.
9. Project Pricing
To summarise: when you price a project for a Client you can price tasks that you or your Team Members are delivering at any reasonable price, but for tasks performed by other people we recommend you use our Pricing Guide or discuss with them directly. And for our products, like 360º feedback profiles or printing, you must use our Recommended Retail Prices, or discuss a proposed alternative with our team.
9.1. Pricing Your Delivery Components
You may price Service Components and Quotes solely delivered by you or your Team Members at your absolute discretion.
9.2. Pricing Guide & Recommended Retail Prices
9.2.1. When designing and costing Project Quotes and Service Components that involve other Partners, you agree to use our Pricing Guide, and agree that you will not offer Clients any discounts on the prices outlined in our Pricing Guide, unless discussed in advance with the relevant other Partner/s.
9.2.2. You acknowledge that we have recommended task rates for specific activities, such as a coaching session or half-day workshop, which have been accepted by other members of our Partner Network. In our Pricing Guide we have included Recommended Retail Prices (the final price charged to a Client) and calculated the Partner Fees based on the Partner Fee Split Formula, for various tasks that commonly are included in a Program. To help ensure that other Partners you allocate to a Program will accept your task allocations, and the related Partner Fees they will receive on the Program, you agree to implement the Pricing Guide.
9.2.3. For Our Products & Services (such as surveys, materials & printing), you acknowledge and agree you must charge fixed prices and will follow our Pricing Guide when offering these Products to Clients.
9.2.4. You agree that this clause 9.2 (Pricing Guide & Recommended Retail Prices) does not represent an attempt to fix prices in contravention of the law, but represents our mutual commitment to charging Clients fair prices for Services and Programs that reflect your and our mutual need to recoup legitimate costs, including Integral’s investment in creating and operating the Platform, and to make a fair commercial profit.
10. Partner Code of Conduct, Qualifications & Feedback
In summary: we aim to maintain a high-quality Partner Network & Community, the members of which meet certain skill standards and are open to feedback & development.
10.1. Required Qualifications for Leadership & Executive Coaching
We reserve the right to only include coaching Partners in our Partner Network who have or are undergoing International Coaching Federation accreditation or an equivalent coaching accreditation.
10.2. Required Qualifications for Training Packages
In summary: if you want to deliver training for formal qualifications you’ll need to have the appropriate ASQA qualification as required by the Australian Government.
10.2.1. You are responsible for maintaining any qualifications required for you to deliver a RTO Qualification and Training Package up to the required standards outlined by the ASQA.
10.2.2. You must notify us as soon as possible should your relevant qualification lapse.
10.2.3. When you agree to and deliver any training or assessment for an RTO Qualifications and Training Package, you warrant that you are compliant with any applicable Australian Standards and/or regulations, including but not limited to, those outlined by ASQA.
10.3. Partner Code of Conduct
To summarise: you agree to do your best when dealing with Clients and you agree to follow any reasonable guidelines we may issue about how we all collaborate together, including the code of conduct set out in this clause.
10.3.1. You will act in good faith in a professional manner to promote the Platform and this Agreement.
10.3.2. You will use your best efforts to deal courteously and promptly with all Clients and Participants.
10.3.3. You will be open to giving & receiving feedback on your and others’ performance & behaviour.
10.3.4. You will use your best efforts to ensure the success, highest quality & outcomes of all Projects.
10.3.5. You will not engage in any activity that detracts from your capacity to perform this Agreement.
10.3.6. You acknowledge and agree it is your responsibility to notify us of any updates or changes to your Brand, Profile or your Partner Team Profile, and to advise us of any errors in these profiles.
10.4. Project Feedback & Development
You agree that we will request feedback from Clients and Participants on your Client Services and Product delivery as part of the Platform Services, and, if that feedback indicates that you are not achieving a reasonable standard of quality in your deliver of those Client Services and Products, then:
10.4.1. We may discuss your performance with you, and make suggestions for improvement.
10.4.2. If your performance continues to fail to meet Client and Participant expectations, and you fail to cooperate with us, or refuse to implement our reasonable suggestions, then we will be entitled to terminate this Agreement under clause 23.6 (Immediate Termination).
10.4.3. You agree that this clause is reasonable, given our interest in protecting our reputation and brand, and does not alter our relationship with you as a casual employee.
16. Intellectual Property
To summarise: We agree to respect & protect other people’s intellectual property, and we’ll share intellectual property with each other to promote, design & deliver projects together and with other Partners. You own all intellectual property you create, and unless you and the Client agree otherwise, you agree that your default position with Clients will be that they will own any intellectual property you create for them. You can share material with other Partners via our Partner Commons or adapt material from the commons while you’re a member.
16.1. Your Intellectual Property Rights
To summarise: You keep complete ownership of all Intellectual Property you created before the term of this Agreement, but you give us permission to use that Intellectual Property on our Platform.
16.1.1. You own and will retain ownership of all the Intellectual Property that you created prior to this Agreement, or during the term of this Agreement, but which is not created for a Client Project.
16.1.2. By uploading and publishing your Intellectual Property on our Platform, such as your logo, you grant us a fee-free, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable, worldwide licence to use, reproduce, distribute, perform, publicly display or prepare derivative works of that Intellectual Property. The purpose of this licence is strictly limited to allow us to deliver our Platform Services, promote your Profile and facilitate your use of the Platform, subject to all conditions and limitations stated in this Agreement.
16.1.3. We will not steal your Intellectual Property, use it in an unfair way, or use it to facilitate any sales activity outside this Agreement without your written consent. We will use our best efforts to keep any Intellectual Property that you share with us secure.
16.2. Our Intellectual Property Rights.
To summarise: You can use our copyright materials, trademarks and other proprietary materials to promote your Profile and Projects delivered through our Platform, but you can’t use them for anything else without our express written permission.
16.2.1. We grant you a limited, personal, non-exclusive and non-transferable licence to use our logo, Materials, trademarks and other proprietary items to promote your Profile and in the course of delivering Projects through our Platform, for the Term of this Agreement, subject to all conditions and limitations stated in this Agreement and our rights at law.
16.2.2. You agree to correctly use our Intellectual Property in accordance with the Materials Guide, and the Brand Guidelines in our Partners Guide.
16.2.3. We will own and retain ownership of all the Intellectual Property that we created before this Agreement, or which comes into existence during the Term of this Agreement, which was or is made by us. Some examples of our Intellectual Property are: the text on our website, our logo, our codebase, Proposal content templates, and our Materials.
16.2.4. You will not, directly or indirectly: use, reproduce, alter, modify, edit, enhance, distribute, perform, publicly display or create derivative works of, or in any way exploit our Intellectual Property, unless expressly permitted by this Agreement, or unless we give you express permission in writing.
16.2.5. You will not, directly or indirectly: remove any copyright or proprietary notices, labels or trademarks from our Platform or Materials; purport to distribute, pledge, assign, or otherwise transfer or encumber our Intellectual Property; or reverse engineer, decompile, disassemble, or otherwise attempt to discover any source code, object code, or underlying structures, ideas, or algorithms included in or with our Platform or Materials. Ownership of all rights in any infringing copies that violate this clause will belong to us.
16.2.6. In some circumstances, we may request you to develop Intellectual Property (e.g. developing new online content on a specific topic) specifically for us, outside the context of a particular Client Project or Program. We may have a separate agreement with you for that purpose. Unless otherwise agreed in writing, we will own that Intellectual Property.
16.3. Other People’s Intellectual Property Rights
To summarise: you’ll ensure you have permission to use other people’s Intellectual Property before using it on our Platform or in a Program.
16.3.1. The Parties acknowledge and agree to not knowingly or negligently infringe other people’s Intellectual Property Rights by their activities performing this Agreement; and you will not publish on our Platform, or use in a Program, any copyrighted material belonging to another person without the written consent of the copyright owner or otherwise infringe their Intellectual Property Rights.
16.3.2. If we are concerned that you may be infringing our or another person’s Intellectual Property Rights, we may remove the offending material from our Platform or notify you to desist from the potentially infringing activity, and you must suspend that activity immediately. If you fail to cease the activity, we may suspend your access to our Platform or terminate this Agreement.
16.4. Intellectual Property Developed for Client Projects
1.4.1. When working on a Client Project, you may develop Intellectual Property specifically for that Project and Client (“Work Product”).
16.4.2. Ownership by and between You and Your Clients of, and rights in and to, all Work Product is governed solely by your Project Agreements. The default position that we recommend, which is reflected in our model standard Client-Partner Agreement, is that the Client will own the Intellectual Property that you create for them when delivering the Client Services, but you and the Client are free to implement another solution.
16.4.3. Unless otherwise agreed between you and the Client, we will assume that, upon your receipt of full payment for the Work Product, without reservation all Intellectual Property Rights in the Work Product will become the sole and exclusive property of the Client. If payment is made only for part of the Work Product, we will assume that the assignment applies only to the part of the Work Product paid for.
16.5. Co-Created Intellectual Property
In some circumstances, you may collaborate to develop Intellectual Property with other Partners. In those circumstances, the default position will be that – unless otherwise agreed by you, the other Partner(s) and us - we will own and will retain ownership of the Intellectual Property and grant you and each other Partner a limited, personal, non-exclusive and non-transferable licence to use that Intellectual Property for the Term of this Agreement. Where Client privacy and confidentiality are able to be protected, we will add this Intellectual Property to the Partner Commons as outlined in Clause 16.6 (Partner Commons).
16.6. Partner Commons
You may share your copyright material with other Partners through the Partner Commons, provided that you agree to the terms of the Partner Commons Licence, which are set out below. You agree that any Material you add to the Partner Commons will be available to all Partners, while they are members of the Partner Community, to freely share (copy and redistribute the material in any medium or format) and adapt (remix, transform, and build upon the material for any purpose, even commercially), under the licence terms set out below. You will not bring any claim against us or another Partner for infringement of your Intellectual Property Rights in your shared material unless the following terms of the Partner Commons Licence have been breached.
16.6.1. Attribution: if a Partner adapts material, the Partner must give appropriate credit to the author/creator, provide a link to the applicable licence, and indicate any changes made to the contributed original. The Partner may not do so in any way that suggests the creator endorses the product as presented to end users.
16.6.2. ShareAlike: if another Partner remixes, transforms, or builds upon shared material, the Partner must distribute your contributions under the same licence as the original.
16.6.3. Member Restriction: the licence to share, adapt and use Partner Commons material ends when the Partner’s membership of our Partner Community ends, without affecting existing copies.
16.6.4. Withdrawal: A Partner may withdraw material from the Partner Commons without affecting existing copies and end users.
While we encourage you to add material to the commons, the licence you give to the other members of the Commons is irrevocable. You agree that you have read and understood the terms and conditions of the Partner Commons Licence before you share any material with the Commons.
8. Quotes & Project Agreements
To summarise: our quoting tool in Able helps you design, price and offer quotes to your Clients, and agree on project terms with your Client. To ensure everything works smoothly all programs must be quoted and signed off through our Platform.
8.1. Project Quotes
Project Owners and Clients must enter into a Quote for each Project on our Platform.
You acknowledge and agree that:
8.1.1. You will use Able to design, draft and cost the Quote & setup the Project;
8.1.2. You will solicit a request by a Client to purchase your Project that includes the Quote;
8.1.3. You understand and acknowledge when Clients sign-off on a Quote and confirm or submit an Order these actions will initiate a range of automated workflows in the Platform designed to ensure the Project moves to a delivery stage and that scheduling, payments and other workflows happen correctly. To ensure these processes are tracked and initiated properly we need all Clients to sign-off on Quotes through our online system.
8.1.4. You will not begin work on the Project before the Client has signed the Quote, and you agree to use your best efforts to achieve this goal before you or any other members of the Project Team deliver any related work to the Client;
8.1.5. You agree variations to the Quote after the Quote has been signed-off by the Client must be repriced and a new Quote signed by the Client (a “Scope Variation”);
8.1.6. You agree that if you provide a Project to a Client without a Quote & Project Agreement being first signed by the Client, we may not be able to charge a Client for the work or pay you any Partner Fees for the work delivered by you; and also that we may terminate your Agreement with us for that reason.
8.1.7. Depending on your team permissions you may be able to design Quotes and sell Projects under a different Team. You acknowledge and agree you will not form Project Agreements between the other Partner (or us) and the Client, without the other Partner (or our) written consent. In the case where you are doing this under our Team (eg. in a tender) our business development team will help you draft the proposal and quote and charge you our Proposal Support Fee.
8.2. Project Owners & Project Agreements
As standardised in Able, each Quote and related Project includes a legal agreement between the Project Owner & the Client (a “Project Agreement”). The Project Owner may vary, and may be you or another Partner. You acknowledge and agree that:
8.2.1. You & Client: where you are the Project Owner, as a casual employee of Integral the Project Agreement is therefore between Integral & the Client. We are providing the Platform Services to you and the Client, and you are providing the Partner Services to the Client as a casual employee of Integral. In this case you acknowledge and agree to use the model "Client Project Agreement" with the Client unless otherwise agreed with us in writing.
8.2.2. Project Owner & Client: when the Project Agreement is between another Partner & the Client, you are providing the Partner Services to the other Partner, and we are providing the Platform Services separately and simultaneously to you and to the Project Owner (the other Partner).
NOTE: If we are the “Project Owner” for any project and you are engaged by us to assist to deliver services to our clients, then we will have a separate Statement of Work (a “Component Task Contract”) with you for that purpose. In this case the Project Agreement is between Us & the Client, we are providing the Platform Services & Components to the Client, and you are providing the Partner Services to us. This agreement concerns only our supply of Platform Services to you and your interactions with other Partners. In this case we will generally use the model "Client Project Agreement" as published on our website, or unique terms set by the Client & us (eg. a government tender).
8.3. Project Agreements & our model Client Project Agreement
If you are a Project Owner, you agree to enter into a written Project Agreement with the Client for each Project for which you use our Platform. We will provide you with a model, standard Project Agreement for this purpose, which can be accessed on the Platform (“Client Project Agreement”).
You acknowledge and agree that:
8.3.1. Direct Client-Partner Relationship: If you, as a casual employee of Integral, and Client decide to enter into a Project, the Project Agreement is a contractual relationship directly between Integral and the Client.
8.3.2. Client Project Agreement: You will use our model standard Client Project Agreement, for your Project Agreement, and you will not adjust the terms unless agreed in writing with us prior to the acceptance of the Quote by the Client.
11. Client Relationships, Referrals & Non-Circumvention
To summarise: we encourage healthy collaboration, communication, and competition in our Partner Community. We also encourage you to reward other Partners that have introduced you to a Client by paying them a Referral Fee. And we expect you to keep Client relationships formed through our Platform on our Platform.
11.1. Collaboration, Communication & Competition
You acknowledge and agree that:
11.1.1. Client relationships are not exclusionary and that Partners may communicate with, maintain relationships with, offer Services to, and sell to all Clients who we & other Partners deal with.
11.1.2. We allow multiple Partners to use our Platform to offer multiple competing Proposals to the same Client, for the same Client opportunity. Our own Business Development team may also, coincidentally, offer competing Proposals to the same Client.
11.1.3. However, we will never share information about your Clients, Proposals, Quotes or Projects with our Business Development team or other Partners, or use that information to our own advantage, without your prior consent .
11.1.4. You agree that we do not have a conflict of interest by allowing multiple competing Partners to use the Platform, as we promise not to favour one Partner over another, or our own Business Development team over you, in such a situation, and that it does not detract from our responsibilities to you under this Agreement.
11.2. Client Referral Fees
11.2.1. We will encourage an open, transparent, trust-based system that encourages Partners to collaborate on Client relationships, and which recognises & rewards Partners that have pre-existing Client relationships that are passed on to other Partners.
11.2.2. We encourage recognition & reward of pre-existing Client relationships and the introduction of a Client by one Partner to another that leads to new Projects, and encourage Partners to providing a share of the new Project’s value with the originating person or Partner, using the Splits feature in Able (a “Referral Fee”).
11.2.3. You acknowledge and agree that the fair value of a Referral Fee depends on the circumstances. Therefore, Referral Fees will be handled at the discretion of the person creating the new Project on Able. However, we recommend a Referral Fee between 5% to 20% of the Project value.
11.2.4. You acknowledge and agree to use Referral Fees to recognise pre-existing Partner/Client relationships and reward introductions of a Client to you by another person or Partner that lead to new Project for you.
11.3. Non-Circumvention
11.3.1. Non-Circumvention Period: You acknowledge that the value of our Platform & Partner Community rests in being a thriving marketplace for Clients and Partners. You acknowledge and agree that a substantial portion of the compensation we receive for providing the Platform Services is collected through the Platform Fee. We collect the Platform Fee when a Client and a Partner pay and receive payment through the Platform. Therefore, for 24 months from the time you enter into this Agreement (the “Non-Circumvention Period”), you agree to use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with any Client identified or matched through the Platform (an “Able Network Relationship”). For the avoidance of doubt, if you did not identify, and were not identified by, another party through the Platform, e.g. if you and Client worked together before being introduced or matched through the Platform, then the Non-Circumvention Period does not apply to you with regard to that Client. If you use the Platform as an employee, agent, or representative of a business, then the Non-Circumvention Period applies to all representatives of that business when dealing with that particular Client.
11.3.2. Network Fee: The non-circumvention obligation in clause 11.3.1 will not apply to you with respect to an Able Network Relationship if the applicable Client or you pays us a separate fee for facilitating the relationship (the “Network Fee”), including if you want to commence or continue working with any other Client who is an Able Network Relationship after termination or expiration of this Agreement. The Network Fee is computed as follows: the greater of (a) twenty thousand dollars ($20,000); or (b) the amount equal to 3 times (3x) fifteen percent (15%) of the anticipated Total Project Value to be earned by you from the Client Relationship for the next twelve months; or (c) the amount equal to 3 times (3x) fifteen percent (15%) of the Total Project Value earned by you from the Client Relationship in the prior twelve months.
11.3.3. Restrictions: Unless you pay the Network Fee, you agree not to circumvent the payment process managed by Able as part of the Platform Services. Without limiting the generality of the foregoing, You agree not to: (a) solicit or submit proposals to parties identified through the Platform to contract, hire, work with, or pay them outside the Platform; (b) accept proposals or solicit parties identified through the Platform to contract, invoice, or receive payment outside the Platform; (c) invoice or report on the Platform, or in a Network Fee request, a payment amount lower than that actually agreed between Users (including with respect to allocations between Project Fees and Expenses); or (d) refer a User identified on the Platform to a third-party who is not a User of the Platform Services for any purpose, including making or receiving payments in such a manner that we do not receive the Platform Fee. You shall notify us immediately upon becoming aware of a breach or potential breach of this clause.
12. Our Platform Fee, Partner Fees & Payouts
To summarise: when you deliver a project on our Platform we’ll help you split the project revenue amongst your project team, based on your roles, and payout your team fortnightly as you deliver the project. And we’ll charge a Platform Fee – a percentage of total program revenue.
12.1. Platform Fee
12.1.1. We will charge you a margin of 10% of the Total Project Fee, unless specified otherwise in the Schedule 1 (Partner Form), for your use of the Platform, (the “Platform Fee”).
12.1.2. We will charge you a margin of 5% of the Partner Fee, unless specified otherwise in the Schedule 1 (Partner Form), for administration of this agreement type (the “Partner Administration Fee”).
12.2. Partner Fee Split Formula
Where more than one Partner is involved in a Project, we will distribute Partner Fees based on a Partner Fee Split Formula (or “Spilts”) agreed for each Project, Program and Component on our Platform that you have a Role on (a portion of the Total Project, Program and Component fee charged to a Client). By accepting a Role, Component or task on our Platform, you agree to the Splits applying to that specific Project, Program or Component.
NOTE: For example, as the Project Owner, you may receive 10% of the Total Project Fee paid to you in fortnightly pro-rata increments as the Project is delivered; or as a coach you may receive 50% of the session fee charged to the Client for that specific coaching Component in the fortnight the session is delivered to the Client.
12.3. Partner Fees Less Superannuation and Tax
You acknowledge and agree that we will pay your Partner Fees less tax and superannuation.
12.4. No Leave or Other Employment Entitlements
12.4.1. You acknowledge and agree that you are engaged solely as a casual employee and your Partner Fees include compensation for all entitlements that you are, or may be entitled to, including any employment entitlements that you may claim.
12.4.2. You further agree that, as a casual employee, you are not entitled to any leave entitlements other than may be specified in NES.
12.5. Partner Fee Payment Process (“Payouts”)
You agree that:
12.5.1. We process Partner Fee Payments (“Payouts”) on either the previous fortnight (“Fortnightly”) or previous month (“Monthly”) worth of activity as specified in Schedule 1 (Partner Form) for, (the “Payout Period”).
12.5.2. The Partner Fees, less tax, superannuation and any applicable disbursements, will be distributed to you at the end of the Payout Period, in arrears by direct deposit to a financial institution account nominated by you.
12.5.3. Our Platform automatically calculates your share of Partner Fees based on Project tasks allocated to you in our Platform. For some activities you may need to confirm that the relevant work has been delivered or completed in the appropriate Payout Period, in order to activate the distribution of your share.
12.5.4. Changes in Partner Fees and Payouts can be requested by the method provided by the Platform at any time until Friday 5pm Australian Western Standard Time (“AWST” or General Mean Time +8) for the relevant Payout Period.
12.5.5. We will send you a notification via email at each relevant cut-off time and date outlining your Partner Payout for the applicable Payout Period.
12.5.6. You have until the following Monday 5pm AWST to notify us of any discrepancies or to dispute the Payout.
12.5.7. If you dispute the Payout, we will liaise with you and, based on such liaison, we may provide amended Payout details to you via the Platform by the following Tuesday at 10am AWST.
12.5.8. We will release all Partner Fee Payments by Wednesday 5pm AWST for undisputed Payouts.
12.5.9. Where we identify payment risks, errors, potential delays or where there are late payments of Project Fees by Clients, we may delay payments of Partner Fees until we receive the fee payments from Clients.
12.5.10. Both Parties agree that the making or acceptance by a Party of a Payout does not constitute an admission that the Payout is correct, or that the relevant Products and/or Client Services were delivered and logged in the Platform in accordance with this Agreement.
12.6. Late Payment Processing Fee
You agree that when we are required to rectify a Partner Fee or Payout in a Payout Period outside of the actual period during which the payment should have been made, due to an error or omission made by you, we may charge you a Late Payment Processing fee, at our sole discretion, to the value of five percent (5%) of the total amount to be rectified or amended, but never greater than $100 per transaction (“Late Payment Processing Fee”).
12.7. Exclusions from the Partner Fee Split Formula
Products & services provided by third-party providers will be excluded from the Total Project Fee and will not be subject to the Partner Fee Split Formula, but, if we are managing the provision of that product or service then we may charge an administration fee between 10% to 25% of the cost.
You agree that the following products & expenses will not be subject to the Splits:
12.7.1. General Expenses: such as software, entertainment, internet or phone calls.
12.7.2. Catering: such as any participant catering, coffees, lunches or other food and beverages.
12.7.3. Travelling Expenses: such as parking, public transport, petrol, car hire or flights.
12.7.4. Accommodation Expenses: such as hotels or other accommodation.
12.7.5. Room & Venue Hire: such as the hire of training, meeting or other such venues.
12.7.6. Professional Development: such as courses, learning materials or other training expenses.
12.7.7. Printing: such as printing, paper, toners, printing equipment, booklets or binding.
12.7.8. Diagnostics: third party diagnostics, profiles or surveys, such as PRINT, LSI etc.
13. Expenses, Refunds & Cancellations
To summarise: In general we won’t reimburse you for an expense unless it has been included in a Client-approved Quote, and if a Client cancels a Project and we haven’t collected the Client’s payment for it then you won’t be paid either. In other words, you incur expenses at your own risk.
13.1. Excluded Partner Expenses
You agree that you will not attempt to charge a Client, and we will not remit payment to you for any expenses incurred by you in providing Client Services, unless those expenses are included within a Client-approved Quote, including but not limited to expenses such as: computer, software, internet, phone, catering, travel, petrol, parking, accommodation, room & venue hire, professional development and printing, (“Excluded Partner Expenses”).
13.2. Agreed Partner Expenses
We may agree to reimburse you for or subsidise you for certain specified expenses, “Agreed Partner Expenses”, to facilitate your continued use of the Platform, provided that an Agreed Partner Expense must be agreed by us in writing in advance, and you must provide a proper record of the expense to us.
13.3. Cancellation and Rescheduling Fees
If a Project, Program or Component is postponed, rescheduled, cancelled or lapses, and is not delivered, in full or part, we may charge the Client a Cancellation Fee or a Rescheduling Fee (as defined in clauses “5.4 Cancellation Fees” and “5.5 Rescheduling Fees” of our model Client Terms & Conditions), and will pay out both fees as per the Splits. If you do not use our model Client Project Agreement and use your own Project Agreement you must have an equivalent clause to 5.4 and 5.5, unless otherwise agreed in writing.
13.4. Refunds
You agree that all Fees and charges collected from a Client by Integral will be non-refundable except as outlined in the Cancellation Fees in the model Client Terms & Conditions. We may decide in our absolute discretion to refund the Project Value back to the Client or waive the Cancellation Fee.
14. Taxes
We are responsible for and manage a number of taxes, these include:
14.1. Personal Income Tax: you acknowledge & agree that we will pay your Partner Fees less tax and superannuation. [DH1]
14.2. Payroll Tax: within Australia we are responsible for state-based payroll tax for our employees, which does not include you or your Team Members, but you may independently be liable to pay payroll tax for your Team Members.
14.3. GST from Clients: within Australia we are responsible, as an invoicing entity, for charging and collecting Goods & Services Tax (“GST”) from Australian Clients and will include GST in Quotes and Invoices.
14.4. Tax Information: We collect tax identification information and report this to tax authorities when legally required to do so. It is your responsibility to provide accurate tax information to us as required by us from time to time to fulfil our legal obligations.
15. Reciprocal Incentive
To summarise: if you put more than five of your own projects on Able we’ll offer you $500 worth of new work for every $1,000 you pay in Platform Fees.
15.1. Subject to clause 15.6 below, the Reciprocal Incentive is a commitment by us to provide you with a reward for your use of the Platform in an amount calculated by reference to the Platform Fee you pay us.
15.2. To be eligible to receive the Reciprocal Incentive you need to:
1.2.1. Be the Project Owner of at least five (5) or more Projects.
1.2.2. Pay a Platform Fee equal to or greater than 10% of the value of each of the five Projects.
1.2.3. Be active on the Platform, i.e. delivered a Component, or created a Quote in the pior 60 days.
15.3. The value of the Reciprocal Incentive provided to you will be calculated as five percent (5%) of the Total Project Fees of all Projects you are Project Owner of, excluding the first two (2) Projects
15.4. The Reciprocal Incentive is cumulative and may be drawn down on as you accept work offered to you through our Platform, and that it is solely in our discretion to offer you a Reciprocal Incentive.
15.5. We will make our best effort to provide you with Components and work equal to the Reciprocal Incentive, but we cannot guarantee that all the tasks we offer will be acceptable to you.
15.6. You acknowledge and agree that, while we will endeavour to extend this incentive to you, you agree that we do not have a binding financial liability to do so.
15.7. We can provide the Reciprocal Incentive to you in any form we consider appropriate, including as a credit towards or discount on future Platform Fees, in-kind assistance, or something else.
17. Platform Data
To summarise: our Platform generates a range of data that we will own the Intellectual Property for, such as outcome scores, NPS, quality and 360º feedback data.
17.1. Analytics Data
You acknowledge and agree that we will own and will retain ownership of all data, metadata, and other information generated or collected through our Program or session evaluations; our feedback profiles; individual, team or organisation surveys; or use of other diagnostic tools on our Platform, unless otherwise agreed in writing by us.
17.2. Aggregated Anonymous Data
You acknowledge and agree that we may collect and aggregate data about you or generated by you or by your activities and publish it on our Platform (including data derived from Clients, Participants, Services and Projects that you design and deliver; and your use of the Platform Services), that is non-personally identifiable ("Aggregated Anonymous Data") and that we may use the Aggregated Anonymous Data to analyse, improve, support and operate the Platform and Platform Services; and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, or develop recommendations or similar reports, which we may disclose to third parties. For clarity, this clause does not give us the right to identify any person as the source of Aggregated Anonymous Data.
18. Privacy and Confidentiality
To summarise: we’ll look after the privacy and confidentiality of the information we share, and that our Clients and Participants share with us.
18.1. Privacy
18.1.1. You and we agree to keep all personal information you acquire when performing this Agreement confidential, in compliance with the Privacy Act 1988 (Cth) of Australia. We will comply with our Privacy Policy.
18.1.2. You agree to comply with the General Data Protection Regulation of the European Union if any personal information you acquire or have access to concerns a data subject located in the European Union or European Economic Area.
18.1.3. Both Parties agree to maintain the privacy and confidentiality of personal information, personal opinions, and other non-public information disclosed by either Party to each other, and will treat as confidential all information shared by Clients, Participants and other Partners in connection with the use of the Platform. This obligation will not apply where either Party believes a Participant or Partner may be a danger to themselves or others.
18.2. Confidential Information
18.2.1. Each Party acknowledges that it may acquire Confidential Information from the other Party, Clients, Participants and other Partners.
18.2.2. Each Party undertakes to the other that: it will: treat all Confidential Information as confidential, subject to this clause 18 (Privacy and Confidentiality); that it will not use or disclose the Confidential Information to any other person without the prior written consent (such consent not to be unreasonably withheld) of the disclosing Party; and that it will use the Confidential Information only for the purpose for which it has been disclosed.
18.2.3. Each Party agrees that, except with written consent of the other Party, during the Term they must not use any Confidential Information of that Party to facilitate any sales activity outside the scope of this Agreement.
18.2.4. It is not a breach of this clause 18 for either Party to disclose the other Party’s Confidential Information to a third party if that disclosure is: required by law; is required for the proper performance of the Platform Services; is necessary to enforce or to give effect to the provisions and obligations of this Agreement; is to the disclosing Party’s professional advisers, bankers, financial advisers or financiers who are legally obliged to keep the information confidential; or is to a Party’s subsidiary, parent, insurer, director, officers, employee, agent, assignee or beneficiary, but only to the extent genuinely necessary for the purpose of the Party’s lawful business with that person.
18.2.5. Each Party must ensure that any persons (including Team Members) to whom Confidential Information is disclosed are aware of and comply with the obligations imposed by this clause 18.
18.2.6. The Parties agree that, in the event of a breach of this clause 18, damages may be an insufficient remedy, and in addition to any other remedy which may be available in law or equity, the affected Party will be entitled to seek injunctive relief to prevent a breach of this clause.
18.2.7. If a Team Member has not provided you with a written, legally enforceable confidentiality undertaking that covers our Confidential Information (including any confidential or personal information derived from or regarding Clients), you agree that you must require the Team Member to execute such an undertaking as a precondition for that person performing any Client Services or accessing the Platform.
18.2.8. Both Parties acknowledge and agree they will not publish, contact or communicate with any media organisations regarding matters directly affecting or referring to the other Party without the prior approval of the other Party.
19. Restrictions and Operational Limitations
To summarise: there are a few things that you and we agree not to do, such as incur any debts for each other or speak badly about each other, or get someone else to do the things we each promise not to do here.
19.1. General Restrictions
1.1.1. Neither Party will publicly disparage the other Party.
1.1.2. Neither Party may incur any debt, liability or obligation on the other Party’s behalf.
1.1.3. You will not use the Platform for any purpose outside this Agreement.
1.1.4. You will not solicit or accept any secret commission, pay any bribe, demand or accept any kick-backs; from any Client, third party or other Partner.
19.2. Warranties
1.2.1. Except if required to do so by any applicable law, you must not give any express warranties to a Client or Participant on our behalf, unless agreed in writing by us prior to you giving the warranty.
1.2.2. If we approve and provide a warranty, that warranty must be relayed to the Client without modification.
19.3. Assignment of the Agreement
Neither Party may assign this Agreement to a third party without the prior, written consent of the other Party, except that we may assign this Agreement to a purchaser of our Business or to any entity with which we merge or by which we are acquired.
20. Warranties
20.1. Each Party represents and warrants to the other Party that it has full power and authority to enter into this Agreement and perform its obligations under this Agreement.
20.2. You warrant that the name of your Team on the Platform (“Business Name”) is a validly registered business name in the location where you operate, and you are the holder of the relevant Business Name registration.
20.3. You warrant that you have not entered into, and during the Term will not enter into, any agreement that would prevent you from complying with this Agreement.
20.4. You acknowledge that, although you and we are independent contractors, we will represent to third parties, including Clients and other Partners, that you are eligible to provide Client Services.
20.5. You agree that if requested to do so by us at any time, you will return to us any equipment or documents supplied or provided to you by us and any other property belonging to us or entrusted to us.
20.6. You warrant that you (if you are an individual) and each of your Team Members are lawfully entitled to reside and work in Australia in compliance with any applicable law, statute or regulation that prescribes your or their rights to work in Australia to the extent required to deliver the Partner Services.
20.7. You warrant that you will immediately inform us in the event that you or your Team Members are no longer entitled or loses the legal right to reside and work in Australia and will inform us at all material times of any fact, circumstance or event relevant to their lawful residency in Australia.
20.8. You acknowledge and agree that we are entitled to provide and release (upon lawful request), information regarding you and your Team Members to Australian Government agencies including but not limited to the Australian Taxation Office, where we are legally required to do so.
21. Indemnities
21.1. Mutual Indemnities
Each Party indemnifies and will continue to indemnify the other Party for any losses, damages, liabilities, including legal fees, or claims resulting from any breach by the first-mentioned Party of any of its obligations under this Agreement, except to the extent caused or contributed to by the other Party’s negligence (including that of its directors, employees, officers and agents).
21.2. Partner Indemnity
21.2.1. You indemnify us against all liability for loss, damage or injury to persons or property caused or contributed by you or your employees, contractors, agents and Team Members; or for losses, costs, penalties, fines or expenses which must be paid, suffered or are incurred by Integral arising in respect of any claim against Integral arising from the negligent or unlawful provision of the Client Services by you, or your breach of any law or regulation; or arising from any claims for your Team Members’ employment entitlements including leave, any allowances, loadings, penalties and fines; or related to any payments that are required to be made by Integral as a result of any order or direction of a regulatory authority or any Court, Commission or Tribunal; or which otherwise arise from or are attracted by your negligence, or breach of any applicable law or regulation.
21.2.2. Any amount from you that Integral is entitled to recover under this clause 21 (Indemnities) may be deducted from any outstanding Payout or other money owing to you from us.
21.2.3. All indemnities provided by either Party to the other in this Agreement are in addition to and not exclusive of any other right, power or remedy provided by law.
21.2.4. Each indemnity provided by a Party in this Agreement to the other Party is a continuing obligation, separate and independent from the first-mentioned Party’s other obligations, and survives the expiry or termination of this Agreement. It is not necessary for Integral to incur any expense or make any payment before enforcing a right of indemnity conferred on it by this Agreement.
23. Term and Termination
To summarise: this Agreement automatically renews and will continue unless either of us ends it, and we’ll give each other one month’s notice if you or we want to end the Agreement. However, there are a few things that will lead to the immediate termination of the Agreement. And after the Agreement ends, we will both still need to honour some things, such as Intellectual Property, privacy, confidentiality and payment obligations.
23.1. Term and Automatic Renewal
23.1.1. This Agreement is formed when you execute the Partner Form and operates from the Effective Date.
23.1.2. The Agreement will continue for one year from the Effective Date (the “Initial Term”) and will automatically renew for successive one-year periods (each a "Renewal Term”).
23.1.3. The Agreement may end earlier, if you or Integral terminates it in accordance with the Agreement.
23.2. Termination for Convenience
Either Party may terminate this Agreement and your Account for convenience, at any time for any reason, on one (1) month’s notice to the other Party.
23.3. Immediate Termination
Either Party may terminate this Agreement immediately, on notice by the other Party, if the other Party breaches any of the following essential provisions:
23.3.1. Clauses: 9 (Project Pricing); 10 (Partner Code of Conduct, Qualifications & Feedback); 14 (Partner Code of Conduct); 10.2 (Required Qualifications for Training Packages); 10.4 (Project Feedback & Development); and 19 (Restrictions and Operational Limitations).
23.3.2. Unauthorised Assignment: The unauthorised assignment of this Agreement by a Party contrary to clause 19.3 (Assignment of the Agreement) will cause this Agreement to terminate effective from the date of the purported assignment.
23.3.3. Insolvency Event: If either Party experiences an Insolvency Event, then, subject to any applicable laws, the other Party may immediately terminate this Agreement.
23.4. Actions Upon Termination
Upon termination for whatever reason by either Party or the expiry of this Agreement, the Parties must:
23.4.1. fulfil any outstanding or active Projects or Client obligations,
23.4.2. return to the other Party all of that Party’s Confidential Information and Intellectual Property; and you must:
23.4.3. close any third-party software accounts provided by Integral, and
23.4.4. immediately cease using the Platform.
23.5. Continuing Obligations.
23.5.1. The following provisions of this Agreement will continue to operate and bind each Party, as applicable, following the termination or expiry of this Agreement, namely: all payment obligations including clause 12 (Our Platform Fee, Partner Fees & Payouts); clause 11.3 (Non-Circumvention); clause 22 (Limitations on Liability); clause 24 (Disputes); all secrecy, privacy and confidentiality obligations including clause 18 (Privacy and Confidentiality); all obligations relating to Intellectual Property including clause 16 (Intellectual Property); all warranties and indemnities (including clauses 20 and 21); all releases, disclaimers and limitations on liability; and any other terms which by their nature or by custom should continue to apply.
23.5.2. Termination of this Agreement does not affect any Project Agreements between you, us, or another party such as a Client or Partner.
23.5.3. Termination of this Agreement does not affect any Component Task Contracts between you, us, or another party such as a Client or Partner.
23.5.4. If your account or this Agreement is terminated for any reason, then you may not, without Integral’s consent (in its absolute discretion), create any other accounts with Integral, and we may terminate any other accounts that you or your Team Members operate.
22. Limitations on Liability
To summarise: If you lose money while using our Platform and Platform Services, any compensation payment we owe you will be limited to the amount of money we have earned from you in the prior twelve months.
1.1. To the extent permitted by law, we are not and will not at any time be liable to you for any incidental, consequential or punitive damages arising from your use of our Platform and Platform Services.
1.2. To the extent permitted by law, our liability for any damages payable to you for a breach of this Agreement by us is limited to the total amount of payment made by you to Integral during the twelve months prior to any incident causing liability of Integral.
1.3. We are specifically not liable for your losses associated with unfulfilled Projects or Project Agreements or from losses resulting from conflicting contractual arrangements that you may have, or losses resulting from non-compliance with Platform use conditions.
24. Disputes
To summarise: if we have a problem, we will talk to each other first, and if that doesn’t work, we’ll get an independent mediator to help us resolve the issue. Only as a last resort will we go to court.
24.1. if a dispute arises between the Parties regarding this Agreement, the Parties agree that neither Party will commence legal proceedings, except for applications for urgent injunctions, unless it has first applied and met all the requirements of the following dispute resolution procedure:
24.1.1. The Party raising the dispute must notify the other Party in writing of the nature of the dispute.
24.1.2. Within seven days of service of the notice referred to in clause 24.1.1 above, the Parties must meet and negotiate in good faith to resolve the dispute.
24.1.3. If negotiation under clause 24.1.2 above fails to resolve the dispute within 21 days, either Party may refer the dispute to a mutually acceptable, independent mediator operating under a recognised code of mediation practice. If the Parties cannot agree upon a choice of mediator, or if the Parties agree to do so, either Party will refer the dispute to the Resolution Institute for adjudication by a mediator appointed by that Institute. Each Party must participate in a mediation held under this clause 24.1.3 in good faith, to resolve the dispute.
24.1.4. Each Party will be responsible for its costs of implementing the procedures required by clause 24 (Disputes) and for one-half of the mediator's fees for a mediation held under clause 24.1.3 above.
24.2. Both Parties agree to continue to perform this Agreement pending the resolution of any dispute unless the nature of the dispute makes continued performance unreasonable or practically impossible.
25. General
25.1. Notices
25.2. Any notice required to be given under this Agreement by one Party to the other may be given by: (a) pre-paid post; or (b) email; either to Integral’s contact address as displayed on our Platform or to your contact address provided at registration as set out in Schedule 1 (Partner Form).
25.3. A notice given under this clause is deemed to have been given at the following times:
1.3.1. in the case of pre-paid post, five days after the time of posting, or, if the sender and recipient are in different countries, ten days; and
1.3.2. in the case of email, 24 hours after the email is sent, unless the sender is notified the email address is invalid or the email is undeliverable.
25.4. Governing law and jurisdiction.
The Parties agree that this Agreement will be governed by the law in force in the State of Western Australia, and the Parties submit to the non-exclusive jurisdiction of the Courts of that State about all matters arising under this Agreement.
25.5. Work Health and Safety Law
In providing the Client Services or Partner Services, you agree to:
25.5.1. do so in compliance with all applicable laws and regulations, and without exposing any person to any hazards;
25.5.2. take all reasonable steps to ensure the health and safety of your Team Members, contractors and agents in accordance with your obligations under work health & safety regulations;
25.5.3. comply with and apply our workplace health & safety policies, and cooperate with us to ensure, as far as is reasonably practicable, the provision and maintenance of a safe workplace;
25.5.4. notify us immediately of any information or circumstances that may impact your ability to perform the Partner Services safely.
25.6. Force Majeure
To summarise: if something completely outside your or our control happens and either of us can’t deliver something we promised to the other, then you or we can postpone those activities, switch the mode of delivery, and won’t hold each other liable.
25.6.1. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events that occur after the making of this Agreement and that are a Force Majeure event.
25.6.2. Where a Force Majeure situation persists: (a) we may postpone the delivery of our Platform Services to you for a reasonable period; and (b) if the delay in Platform Service delivery extends beyond six months, either Party may cancel this Agreement without penalty. For the avoidance of doubt, this subclause does not apply to rescheduling or cancellations at the option of the Client under clause 5 of the Client Terms & Conditions.
25.6.3. In the event that you are unable to deliver face-to-face Client Services (such as group training) to you due to a health emergency that prohibits or limits close physical proximity, such as a pandemic or other public health situation, you agree to deliver the relevant Client Services online.
25.7. Variations
Any variation of this Agreement must be in writing and be executed by each Party.
25.8. Special Conditions
Any Special Conditions set out in Schedule 1 (Partner Form) are incorporated into this Agreement.
25.9. Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matters dealt with here, and excludes or supersedes all other or prior negotiations, representations and understandings between them.
25.10. Severability
In the event that any provision of this Agreement is found to be void or illegal, that provision will be deemed to be severed from the Agreement, with the rest of the Agreement remaining in force to the fullest extent possible.
25.11. Legal Capacity
Each Party warrants to the other that it has full legal authority and capacity to enter into this Agreement.
25.12. Compliance with Law
Each Party must comply fully with all laws that apply to it in the performance of this Agreement.
25.13. Good Faith
Each Party will exercise its rights under this Agreement in good faith, honestly and fairly, and not for the dominant purpose of causing any detriment to the other Party.
25.14. Further Assurances
Each Party will do all such things, including executing further documents, as are necessary to give full effect to the intention of this Agreement.
25.15. Respective Rights
The respective rights and entitlements of each Party provided by this Agreement are cumulative and in addition to any other rights of the Party provided by law, provided that, where this Agreement specifies that a particular procedure must be followed before any right or remedy can be exercised by a Party, then the Party must comply with that procedure.
25.16. Delays, Waivers and Exercise of Rights
A single or partial exercise or waiver by a Party of any right under this Agreement will not prevent any other exercise of that right or the exercise of any other right. If a Party fails or delays to exercise a right or remedy on any particular occasion, that failure or delay does not imply that the right or remedy cannot be exercised on any other occasion, or cannot be exercised at a later time where the law so permits. A waiver must be in writing to be effective.
25.17. No Merger
This Agreement does not merge with any other agreement made between the Parties, including any separate non-disclosure agreement.
25.18. Fair Work Information Statement.
We will provide you with, or give you access to, a Fair Work Information Statement either at the commencement of your employment or as soon as practicable thereafter.
Version: This agreement was published on 2nd November 2022, and Archived on the 6th June 2023.