Terms and Conditions
This website is owned and operated by Workchapters Pty Ltd (ABN 19 653 314 277) of Suite 103, 1044A Dandenong Road, Carnegie VIC 3163 (workchapters). By accessing or using our website (www.workchapters.co) or our platform on www.app.workchapters.co or any affiliated platform, website or sub-domain owned or operated by workchapters or any of its related bodies corporate (Platform), or any of the content, templates, resources, cheat sheets, guides or information made available to you through or published on the Platform (Content), you agree to these terms and conditions, which includes our Privacy Policy (available at https://www.workchapters.co/privacy-policy) (Terms).
Acceptance of the Terms
You should review our Terms carefully and immediately stop using our Platform, Content or any Services if you do not agree to these Terms.
By browsing, using, accessing or registering on our Platform, or by accessing, purchasing or using any Services or Content via our Platform (whether provided or sold by us, an Expert on our Platform or by a third party), or by requesting to access the Platform as an Expert, you agree to be bound by our Terms.
We may update or change our Terms from time to time. When we do we will notify you of the updated terms using the contact details you provided to us when registering as a User. It is important that you keep your contact details registered with us up to date. The most current Terms that apply will appear on our Platform and will apply to you from the date of publication. Your continued use of our Platform and/or any Content or Services constitutes acceptance of any revised or updated Terms.
About the Terms
While we can’t avoid some of the heavy legal details, one of our values is “simplicity over complexity” so we have provided simple everyday language summaries for convenience and easy reference. These appear in the “Summary” box, but these summaries in no way define or limit any section or provision of the applicable terms, are not legally binding and are no substitute for reading and understanding the terms properly.
Parties
workchapters + Customers + Experts | Access to and use of the workchapters Platform and our Solution
Customers + Experts | The Services provided by Experts to Customers via our Platform
You acknowledge and agree that additional terms may apply, for example (in the following order of priority):
These Terms;
Our Trust + Safety policies such as Reviews + Community Standards Policy, Minimum Requirements Policy and Complaints + Dispute Resolution Policy ;
Experts are required to comply with the minimum requirements both during onboarding and while offering Services on our Platform;
Third-party terms for any integrated or related services such third-party payment processor terms (including but not limited to the payment processing agreement for using Stripe https://stripe.com/en-au/connect-account/legal);
Other contract terms may be provided for our Recruitment Services, Contracting or engagements facilitated via our Concierge service;
Disclaimers may apply to Content; and
The Services will be subject to additional terms agreed between Customers and the Expert (however, these must not be inconsistent with these Terms) which may also include cost disclosure agreements (as required by legal professional regulations or other professional bodies).
To the extent of any inconsistency, these Terms take priority.
Definitions + Interpretation
Summary | Throughout the Terms, certain capitalised terms are used and they have the meaning given to them in the Definitions. Words and phrases have certain interpretations, depending on the context.
Definitions
Us, we and our means workchapters.
You, yours, their, means you, the User, whether an Expert or Customer (as applicable) requesting to use, using or accessing our Platform, (whether in your personal capacity or on behalf of another person (eg, your employer))
Affiliate means:
any of our Related bodies corporate; and
a director, officer, employee, agent or representative of ours or any of our Related bodies corporate.
Australian Consumer Law means the Australian Consumer Law contained at Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Booking means a Booking Request by a Customer that has been accepted by an Expert through their User account within the required timeframe.
Booking Request means a request by a Customer to purchase a particular Listing from an Expert by using the ‘Request’ button on a Listing, which an Expert may choose to accept or decline.
Concierge means the ‘contact us’ service we provide to assist to explain the different service lines, how they can be accessed and how the Platform works, and provides access to our bespoke Recruitment Services (which are subject to separate contractual terms agreed with each client).
Customer means a User that is seeking to purchase Services. A Customer may also be an Expert when it offers Services to other Customers and vice versa.
Customised Solutions means a bespoke service offered by Experts to Customers that allows Customers to request and agree the scope of services to be provided by an Expert as per the specific inclusions and exclusions communicated via the messaging on the Platform, for the Price and on the terms agreed via messaging or in the Listing by the Expert, with the Customer to purchase a Listing in the agreed amount.
Daily Rate Contracting or Contracting means an engagement of an Expert by a Customer as an independent contractor facilitated by workchapters, for which payment may be made via the Platform or the Concierge service.
Expert means a User on the Platform that offers to provide Services or that is on our database of Experts that may be introduced to Customers via our Concierge service. An Expert may also be a Customer when it purchases Services from other Experts and vice versa.
Expert Toolkits means the resources, articles, webinars, cheat sheets and other support materials that we may provide or make available to Experts from time to time to assist them with providing or advertising their Services from time to time, whether via the Platform, email or other means.
GST has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Intellectual Property Rights means all statutory and other proprietary rights whether registered or unregistered (including rights to require information be kept confidential) in respect of know-how, trade secrets, copyright, trademarks, design, patent, semiconductor or circuit layout rights and any application for registration or registration of those rights.
Listing means a service listing created by an Expert on the Platform to provide certain services for the Price and on the terms displayed in the listing description.
Micro-Consulting means a service offered by Experts to Customers that allows Customers to book a package of services to be provided by an Expert as per the specific inclusions and exclusions set out in the Listing, for the Price and on the terms displayed in the Listing by the Expert.
Minimum Requirements Policy means the minimum insurance and business incorporation requirements for all Experts seeking to provide Services on our Platform, which include identity checking and holding a valid ABN, GST registration and professional indemnity insurance.
Platform Fee means the fees workchapters charges Users when processing Bookings in consideration for providing the Platform and Solution and includes GST and the payment processing fees charged by the third-party payment gateway provider.
Price or Pricing means the price displayed in a Listing, as determined by the Expert offering the Services.
Profile means the description you provide in your User account that describes who you are, in the case of Experts, your skills, experience and qualifications, and the entity through which you are providing the Services (for example, if you are a legal practitioner and are providing Services via an incorporated legal practice (ILP), your Profile should identify the name and ABN of your ILP), and in the case of Customers, the business for which your work.
Recruitment Services means the bespoke sourcing, shortlisting and interview support services provided by us to clients upon request, and which are subject to separate contractual terms agreed with each client.
Related bodies corporate means as defined in section 50 of the Corporations Act 2001 (Cth).
Reviews means the review and feedback that a Customer can leave about an Expert on the Expert’s Profile page on our Platform and vice versa the review and feedback that an Expert can leave about a Customer on their Profile page on our Platform after a Listing has been completed, the format of which includes a thumbs up or down feature and a free text box to add feedback into.
Services means the services offered by Experts on our Platform (such as Sounding Board calls, Daily Rate Contracting, Micro-Consulting and Customised Solutions) and includes the delivery of Content and other products (such as template agreements, downloadable documents and other tangible or intangible goods) by Experts to Customers.
Solution means the access to and use of the Platform and the products and services, we offer or provide through or in connection with the Platform, including the development and maintenance of our technology platform, sourcing and onboarding of Experts, sales and marketing services, promotional support, Concierge services, payment processing (via a third-party payment gateway), issuing of receipts and tax invoices Expert Toolkits and other administrative support services, but excluding the Services.
Sounding Board means a service offered by Experts to Customers that allows Customers to book an appointment time with an Expert using the calendar booking feature on the Platform, to have a high-level virtual discussion to obtain verbal feedback, suggestions or advice on a general topic for the Price and on the terms displayed in the Listing by the Expert.
User means a person who registers an account on our Platform, whether for themselves or on behalf of another person (such as your employer), and whether an Expert or Customer (as applicable).
Interpretation
Words and phrases may need to be interpreted in the context within which they are used and intended, for example, "including" and similar expressions do not limit what else may be included, headings are for ease of reference only and do not affect interpretation, the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not, ‘days” means calendar days (unless the term ‘Business Day(s)” is specifically used, in which case it is a “business day’ in the state of Victoria).
THE PLATFORM
1. Use of the Platform
Summary | workchapters is an online platform that enables Customers to connect with and engage freelance HR Professionals, and other employee relationsExperts. The Experts are independent freelance consultants, they are not our employees. Our Platform is currently only offered to Australian based Customers and Experts so our pricing is in AUD and inclusive of GST. As we launch in other countries down the track, we will update our terms and Website to reflect the offer of our Platform and Solution in those countries.
You are only permitted to use this Platform and our Solution in accordance with our Terms. We may, in our absolute sole discretion, with or without notice, refuse access or remove you or any person or business’ access to part or all of the Platform and/or the Solution, for any reason.
Where you are accessing the Platform or purchasing any Services on behalf of another person (such as your employer), you warrant and represent to us that:
You are an authorised representative of that person and are duly authorised to enter into these Terms for and on behalf of that person; and
you are duly authorised to act on behalf of and bind that person to book, purchase and use the Services, in accordance with these Terms
any act or omission by you that would constitute a breach of these Terms will constitute a breach of these terms by that person.
Our Platform is currently intended for Experts to support Australian based Customers, so you will see prices displayed in AUD and expressed as inclusive of GST.
As a Customer, you are responsible for ensuring that any Experts you engage are suitable for your needs, and you must make all reasonable enquiries to satisfy yourself that the Experts have the skills, experience, qualifications and expertise to provide you with Services.
As an Expert, you are responsible for ensuring your qualifications, skills, experience and capabilities are clearly and truthfully explained in your Profile information and your Listings.
2. Disclaimers
Summary | workchapters provides the Platform only – we do not engage or employ the Experts, we do not verify or endorse that any Experts will be suitable or available for your needs, we do not verify any information or claims by Experts, and we do not provide the Services. All Experts are independent freelance consultants, not our employees, contractors or agents. We make no guarantee about the availability or suitability of work opportunities or the Experts on our Platform. workchapters is not a law firm or other professional services provider, and does not provide legal, tax, financial, medical or other such regulated advice.
Our Platform is an online technology platform that offers the ability for Experts to create an online Profile and to offer their Services to prospective Customers by creating Listings, where Customers can browse and book direct via the Platform and the transaction is facilitated via the Platform or via other means as agreed with workchapters from time to time.
We provide the technology platform, sourcing and onboarding of Experts, sales and marketing services, promotional support, payment processing (via a third-party payment gateway), we may issue receipts and tax invoices , Expert Toolkit and other administrative support services, for which we charge Platform Fees.
Our review of Experts is limited to undertaking the steps detailed in our Minimum Requirements Policy and we rely on the information provided to us by the Experts. While we seek to validate this information as outlined in our Minimum Requirements Policy, we do not represent or warrant that the Expert is qualified or has the expertise disclosed on their Expert Profile, and we do not verify, endorse or recommend that Experts will be suitable or available for your needs. Other than the steps undertaken above, we do not and we are not required to validate any information provided to us by an Expert. You should ensure that you undertake your own investigations into an Expert and their credentials before you engage them, and satisfy yourself that they have the skills, experience, qualifications and expertise to provide you with Services.
The Experts are not employed or insured by us, and we do not act as agent for any Expert or Customer and nor does any Expert or Customer act as our agent (except in limited circumstances where we may process payments on their behalf, or undertake any related necessary administrative support).
We are not a law firm or other professional services provider, and do not provide legal, tax, financial, medical or other such regulated advice.
Experts are responsible and liable for any information, Content and Services they provide via the Platform including any information provided in their Profile and Listings and about their Services (including but not limited to the scope of works, inclusions, exclusions, Pricing, delivery method, expertise, capability, capacity, timing and any other terms).
We make no warranty or representation about the availability, capacity, quality, responsiveness, suitability or otherwise of the Experts or the Services they offer, and you must rely on your own judgement and any communications you have with the Experts when deciding whether to engage any Experts.
We make no warranty or representation about the availability, volume or suitability of any work opportunities via the Platform or Concierge services, and there is no exclusivity offered to or expected from Experts.
Experts create their own Listings, set their own Pricing and deliver the Services offered. We are not responsible for the content of any Listings, determining any Pricing for any Listings or for the quotation of any Customised Solutions, or for the delivery of any of the Services offered by Experts.
By using our Platform, you agree and acknowledge that any Booking by a Customer and provision of Services by an Expert is an arrangement between the Customer and Expert only, workchapters are not a party to any such engagement and/or any employment contract or other Contracting arrangement that may be entered into.
3. Registration
Summary | In order to provide you with access to our Platform, you need to provide us with certain information. Your access depends on your conduct being in line with these Terms, and we have the right to remove any User that doesn’t follow the rules.
3.1 All Users
You will need to register to access certain features of our Platform, to offer Services as an Expert, to contact Experts and to book and purchase Services.
When you apply to register an account, you may provide us with personal information such as your name, email address, mailing address and telephone number. You must ensure that this information is accurate, complete and current. We will handle all personal information we collect in accordance with our Privacy Policy: https://www.workchapters.co/privacy-policy
If we become aware that any information provided by a User is inaccurate or incomplete, we may contact the User to clarify that information and/or the User's account may be terminated in accordance with these Terms or not activated until that information has been confirmed.
You are responsible for keeping any username and password issued to you secure and are responsible for all use and activity carried out under your username (including but not limited to confidentiality obligations).
To create an account or use the Platform you must be:
at least 18 years of age;
possess the legal right, authority and ability to enter into a legally binding agreement with us; and
agree and warrant to use our Platform in accordance with these Terms.
If you are registering, using, accessing or purchasing any of the Services on our Platform on behalf of another person (such as your employer), you warrant and represent to us that:
you are an authorised representative of that person and are duly authorised to enter into these Terms for and on behalf of that person; and
you are duly authorised to act on behalf of and bind that person to book, purchase and use the Services, in accordance with these Terms;
any act or omission by you that would constitute a breach of these Terms will constitute a breach of these Terms by that person.
If you become aware that there has been unauthorised use or suspected unauthorised use of your account, you must contact us at hello@workchapters.co to notify us as soon as possible so that we can assist to reset and regain access to your account or terminate your old account and create a new account.
We reserve the right to accept or reject any applicant who wishes to access our Platform as a User and reserve the right to remove any User due to any suspected or actual misconduct, breach of these Terms or our Policies, and fraudulent conduct or interference with our Platform, due to complaints from other Users, inactive Users or for any other reason, with or without notice, in our sole discretion.
3.2 Experts
We reserve the right to accept or reject any request to join our Platform as an Expert and reserve the right to remove any Expert where they breach these Terms or any of our Policies, do not hold the required insurances or registrations, receive complaints from other Users, negative Reviews, or for any other reason, with or without notice. In the event this occurs, where an Expert is still insured and legally permitted to provide the Services, the Experts must complete any Bookings they have accepted from Customers in accordance with the terms agreed between the Expert and the Customer and these Terms, unless agreed otherwise in consultation with the Customer and/or us, or if not insured, authorised or otherwise able to legally provide the Services, must refund the Customer.
All Experts agree that they will at all times hold and maintain all required insurances (including professional indemnity, public liability and workers compensation), registrations (including with any professional bodies, ABN and GST) and qualifications required in order to provide the Services they offer via the Platform , and have the legal right to work and offer the Services (including but not limited to residency visas and working rights).
Before registering as an Expert and before allowing you to post any Listing offering Services, and at any time while you are seeking to offer Services on our Platform, we may use any of the information you have provided (or that is otherwise publicly available) to make our own enquiries (whether directly by us or by a third party engaged by us) as to the accuracy of your identity, currency of insurances, ABN/GST registrations or any other details.
If we request information or evidence and you fail to provide it within the time requested, we may, with or without notice, suspend or cancel your access to our Platform and delete all information from your account (without prejudice to any other rights and remedies we may have).
In order to accept Booking Requests and receive payments for the Services offered via our Platform, you must have provided your nominated Australian bank account details via the Platform (which are held by our third-party payment provider).
If we suspect or identify that you have been untruthful, misleading, or otherwise acting or trading unlawfully, we may, with or without notice, in our sole discretion, disclose that information to any relevant persons, entities, professional bodies or authorities (including but not limited to the police).
By requesting to access our Platform as an Expert or offering to provide Services, you warrant that you are not under restraint, non-compete or otherwise in breach of any legal obligation, have not been convicted of any criminal offence, are not presently subject of a compliant, claim, investigation or other legal action, charge, proceeding or other litigation, in respect of any criminal or civil matter, any workplace health and safety matter or any other legal or professional conduct matter.
You are responsible for the information you provide to us and you must immediately tell us if any of the things you are required to tell us under the preceding clause occur at any time during the period you are registered as an Expert on our Platform.
4. Information
Summary | In order to use the Platform, we need to share some information with each other. Any personal information you provide to us will be handled in accordance with our Privacy Policy. We expect that any information you provide is accurate, otherwise you might not be able to use the Platform.
4.1 Collection Notice
We may collect personal information about you in order to respond to your enquiry, process your registration, provide access to the Platform, Solution, Services and Content and for purposes otherwise set out in our Privacy Policy at https://www.workchapters.co/privacy-policy. We may be unable to provide with access to the Platform, Solution, Services and Content if we do not collect your personal information.
Our Privacy Policy explains what and how we collect, store and use personal information, how you can access and correct your personal information, how you can lodge a complaint regarding the handling of your personal information, and how we will handle any complaint.
If you would like any further information about our privacy policies or practices, please contact us at hello@workchapters.co.
By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in our Privacy Policy and these Terms.
4.2 Accuracy, completeness and timeliness of information
Information provided by us
The information on our Platform is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our Platform, to the extent permitted by law, including the Australian Consumer Law, we make no warranty regarding the information on our Platform and you should monitor any changes to the information contained on the Platform.
The Content is provided as a guide and a starting point and it not intended to be comprehensive, and is no substitute for legal or other professional advice. Legislative and Government requirements may change from time to time and we do not represent or guarantee that the information is complete, up to date or free from errors or omissions.
We are not responsible for any action taken or not taken as a result of your reliance on any information made available to you through your use of our Platform, Content, the Services or Solution.
We are not a law firm and we do not provide any legal advice or services, and no solicitor client relationship arises between us irrespective of our Platform enabling legally qualified Experts to offer services to you.
Information provided by Experts, Customers and third parties
We make no warranty or representation in relation to, and accept no liability for, any Services or Content provided, posted or sold by any Expert or third-party which may be available on or linked to our Platform, or, where you are an Expert, for any statements, promises of work opportunities or otherwise by Customers.
Information provided by you
You warrant and represent that all information you provide:
Complies with Australian Consumer Laws;
Is true, accurate, current and complete;
Does not mislead, misrepresent or infringe any laws, regulations, licensing requirements or other legal obligations or restrictions (including but not limited to any restrictive covenants, restraints of trade or other employment related obligations);
Does not infringe any third-party Intellectual Property Rights;
Does not discriminate, defame, slander, offend, incense, or otherwise cause or is likely to cause harm, upset, divisiveness or fear; and
Is not otherwise inappropriate or illegal.
4.3 Confidential and/or Legally Privileged Information
Summary | Confidential information requires extra special care. All Users must treat confidential information as confidential, and we recommend you follow extra security protocols when dealing with sensitive or legally privileged information.
Confidential information means any information marked as or communicated to be, confidential, or that should reasonably be understood to be confidential (Confidential Information), and must only be used for the purpose of providing or receiving Services, or as otherwise reasonably contemplated or agreed in writing by the parties (Permitted Purpose).
All Users agree to keep all Confidential Information confidential and use for the Permitted Purpose, except where required to be produced by a Court, to comply with legal requirements or to your professional advisors (such as lawyer or accountant).
If a Customer has particular confidentiality requirements or concerns, they should request that an Expert sign a confidentiality agreement directly between themselves.
Our Platform provides messaging functionality between Users. While we take every care and all reasonable steps to ensure the security of messages transmitted via our Platform, we do not warrant, and do not accept liability for, any data breach or loss. You acknowledge that you use the Platform at your own risk.
You must take reasonable precautions to guard against the consequences of loss of any data you submit to the Platform (for example, keeping separate records or backups of all information) and must not store the only copy of your data on the Platform.
Our Platform and messaging functionality is intended for connecting Customers with Experts to arrange the provision of Services (such as clarifying the Expert’s inclusions, Pricing, timelines, availability, skills and experience), not sharing confidential, personal or other sensitive information.
Sensitive, legally privileged or confidential information (such as legal advice or confidential documents) should not be transmitted via our Platform or messaging functionality. These should be shared between Users via a secure method using third party applications determined by the parties to be appropriate for such use.
4.4 Administrator access
Summary | In order to run, maintain, manage and improve the Platform, manage technical performance and security, we have administrative access to all aspects of the Platform. We strictly limit who has administrative access and have confidentiality arrangements in place, but this is just to let you know what administrators can do.
We, as the Platform owners and operators, have full access and visibility of all aspects of the Platform including User information, Profiles, Listing information, messaging and so on, however we are not able to access or see your bank account details (this is all through a third-party payment processor).
We may from time to time, remove, correct, update or edit any information displayed on our Platform (including temporarily or permanently removing or deleting any Listings, Reviews and Profile information), with or without notice.
We may monitor any Content or communications to ensure compliance with our Community Standards and Terms, and may permanently remove any Users (as well as any Listings, Reviews and Profile information) that are in breach of these (as well as remove any offending Content, Listings or messages posted by any User).
We may trigger the release of funds from our third-party payment processor (see further details in the Payments clause).
4.5 Platform access, availability and other IT systems
Summary | We are a tech start-up and while we do our best to offer a well-functioning tech platform, we can’t guarantee that everything will run perfectly. We might have technical issues, change the features or functionality, or we might decide to change our business model. While we are still building out all the integrations and functionality, there are some bits of tech that you’ll need to arrange yourself.
You are responsible for arranging, providing and paying for your own internet access and any device required in order to access the Platform and access or provide any Services, as well as any third-party software, products or services that may be needed in order to offer or receive the Services, communicate or complete a transaction (for example, but without recommending the appropriateness of any product for any particular purpose, Zoom, Dropbox, GoogleDrive or other software, mobile phone, online payment methods, and other products or services).
We may, from time to time, with or without notice, in our sole discretion, change, remove, delete or add to the Platform, any features, functionality, accessibility, third-party integrations, verification requirements, Services offered or described on it, Experts, payment methods, existence of the Platform at all, or any other changes we may wish to make. We do not undertake to keep the Platform updated, active or available at all times and we do not accept any liability to you or anyone else for any errors, omissions, downtime or closure of the Platform.
We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of this Platform or a linked website. You must take your own precautions to ensure that whatever you select for your use from our Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
Our Platform may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
You must not tamper, interfere, copy, corrupt or otherwise tamper or infect our Platform with any virus, trojan horse, malware, or anything else that may corrupt or impact our Platform or Users.
THE SERVICES | HOW THE CONTRACT BETWEEN EXPERTS + CUSTOMERS WORKS
Summary | workchapters offers the Platform and the Solution only. We are not a party to the contract for Services between Experts and Customers, Customers are solely responsible for any decision to engage any Experts and the Experts are solely responsible for offering and delivering the Services to Customers.
5. Contract for Services between an Expert + Customer
5.1 Role of workchapters
workchapters offers a Platform that allows Customers to connect with Experts. workchapters provides the Platform only and does not engage or employ the Experts or provide the Services.
When a Customer engages an Expert through the Platform, the Expert and Customer contract with each other directly. workchapters is not a party to that contract.
The Expert decides, in their sole discretion, whether to accept a Booking Request from a Customer to provide Services, and the Customer, in their sole discretion, decides whether to engage an Expert to provide the Services.
5.2 No relationship of employment, contracting, sub-contracting or franchise, and no provision of Services by workchapters:
Experts including any other person engaged or employed by any Expert are not employees, contractors, sub-contractors, agents or franchisees of workchapters.
Nothing in these Terms or your use of the Platform, Solution and/or Services is intended to give rise to any such relationship, or any relationship of partnership or joint venture.
5.3 workchapters does not:
endorse or verify any Expert, and does not provide , supervise or arrange for the provision of the Services; or
make any decisions in relation to the Services or Listings provided by Experts, and all pricing, inclusions, disclaimers and other terms of the Services and Listings are the sole responsibility of Experts ; or
operate an employment, contracting, labour hire or on-hire agency and does not recommend or endorse any particular Expert; or
provide advice regarding the suitability of any particular Expert for any Services offered on the Platform, including any specific legal rights or remedies that may be available, or the potential outcome of the use of the Services, and no information on our Platform and/or Solution should be construed as legal, financial, tax or other professional advice; or
participate in any interactions or arrangements between Experts and Customers for any provision of Services, except to provide the Platform and/or Solution to facilitate those interactions or arrangements, including any processing of payments on behalf of Customers to Experts and any related administrative tasks; or
involve itself in the terms of a contract between Customers and Experts or control their engagement with each other, including regulating or managing any workplace laws or any occupational health and safety laws; or
set or determine the agreed level of payment for and/or remuneration for the provision of the Services, or the timing thereof.
5.4 By using the workchapters Platform, Solution and/or the Services, You acknowledge and agree that workchapters:
acts only as an intermediary facilitating the provision of selected information between Users;
will rely upon the information provided by Users except as otherwise reviewed in accordance with our Minimum Requirements Policy;
has no control over and is not responsible for any acts or omissions of any Users on or off workchapter’s Platform and/or Solution;
makes no representation or warranty regarding the quality of any Services or any other services provided by any Expert, or the accuracy or reliability of any information provided by any User on the Platform and/or as part of any Services; and
is not responsible for the interactions between Users including under any contract or arrangement between Customers and Experts.
5.5 Contracts and/or arrangements between Customers + Experts:
The Customer and the Expert may enter into an arrangement or contract on such terms as they agree, but the following must be terms of every contract or arrangement:
The Experts must ensure that they offer their Services (including any Contracting Services) in accordance with all applicable laws and regulations, professional obligations, licensing requirements, Australian Consumer Law, Fair Work requirements, awards or minimum pay rates, and pay all applicable taxation (including but not limited to income tax and GST) and other required deductions;
The Expert must not require payment for any Services that it cannot complete within 30 days;
workchapters may collect payment from the Customer for the Services and Platform Fee (including by debiting the Customer’s nominated bank account or credit card via a third-party payment processor, or other method agreed between workchapters and the Customer), with the payment for Services to be remitted to the relevant Expert less any applicable Platform Fees, third-party payment processing fees, promotional offers/discounts and any other permissible deductions under these Terms, and workchapters and may issue tax receipts in relation to its services , and;
Experts and Customers must comply with all relevant legal, professional, ethical and regulatory requirements, including any codes of conduct and any applicable occupational health and safety policies or procedures;
The contract between the Expert and Customer must have clearly agreed termination notices, notice periods, and cancellation policies (which may be set out in the Listing provided by the Expert, provided as part of any cost disclosure agreements or otherwise agreed in writing);
Experts must provide Customers with a valid tax receipt following completion of the Services and receipt of funds.
Experts warrant that:
they are capable of providing, and where relevant, have the necessary qualifications and skills to provide the Services to the Customer;
they are not prohibited from providing the Services;
they are and will, for the duration of any contract with a Customer, continue to be an Australian citizen and/or a person legally authorised to work in Australia;
they are not a partner, employee, independent contractor or agent of workchapters;
they will not engage in any avoidance conduct to circumvent the Platform Fees;
if they are providing Services in a Customer’s work premises, they have inspected the Customer’s premises and any equipment to ensure that it is a safe work environment and have all appropriate insurances in place (including but not limited to workers compensation, public liability and professional indemnity insurances);
they have made themselves aware of and will comply with all laws and regulations relating to the provision of the Services, including any workplace laws and any applicable occupational health and safety laws, policies, procedures, or directions given by a Customer in relation to the provision of Services pursuant to any contract with a Customer; and
they are not employed, engaged, supervised or controlled by workchapters; and
agree to indemnify workchapters in accordance with the indemnity provisions in these Terms.
Customer warrants that:
Where any Services (including but not limited to Contracting Services) are to be provided on a Customer’s premises:
they have inspected their premises and those premises are a safe work environment for the Expert to provide the Services; and
they have made themselves aware of and will comply with all laws and regulations relating to the engagement of Expert, including any applicable workplace laws and any applicable occupational health and safety policies or procedures;
In relation to all Services:
they will pay for the Services booked via the Platform using the approved payment methods, and will not delay confirmation that the Services have been provided via the Platform so as to delay the payments being released to the Experts;
will not circumvent the Platform Fees or other anti-avoidance or poaching provisions; and
will not induce Experts to breach these Terms, any laws or regulations or other professional obligations; and
agree to indemnify workchapters in accordance with the indemnity provisions in these Terms.
THE SERVICES | HOW THE PLATFORM WORKS
Summary | We offer an online marketplace platform that enables Customers to connect with and purchase Services offered by Experts. Experts have the option of accepting or rejecting a Booking Request, and Users can connect with each other using the messaging on our Platform before making Booking Request. This section describes how the ordering, payment and disputes process works.
6. Purchasing Services
Summary | Our Platform enables Experts the opportunity to offer their Services to potential Customers by creating a Profile and Listings for the different types of services they would like to offer. If you are a Customer and you see a Listing you would like to purchase, you can make a Booking Request. Experts have up to 3 days to accept or reject the Booking Request, otherwise the request simply ‘expires’.
6.1 Ordering Process
We may (but are not obliged to) from time to time, enable Experts to offer Services through our Platform.
Booking Requests must be placed through the ordering process on our Platform, including using the online checkout and payment processes.
If you do not provide us with the information requested from you (for example but not limited to, your full name, email address, contact information, business details, ABN number), Experts may not be able to provide you Services or issue tax receipts, and we may not be able to offer you the Solution.
A Booking Request is a request only, and an Expert may, in their sole discretion, accept or decline a Booking Request for any reason, or may message you with further questions, before accepting a Booking Request.
If an Expert does not accept a Booking Request within 3 days of the request, the Booking Request will be automatically cancelled and no payment will be transferred. The 3 day timeframe is based on current technical capabilities.
6.2 Method of delivery
Summary | Our Experts generally offer their Services on a ‘remote’ online basis, unless you specifically agree something with them otherwise. The COVID-19 pandemic has highlighted how effective and efficient online work can be and Customers can access the best on-demand talent, regardless of location.
The methods of Service delivery must be communicated by Experts as part of the Listing description.
Unless explicitly otherwise agreed with the Expert, the Services offered by the Experts are provided online via electronic means, not in person.
Unless explicitly specified otherwise by the Expert, no hard copy materials or documents are provided or sent. Documents will generally be in PDF, Word, Docx or Excel format, however, they may also include other file formats. You are responsible for ensuring you are able to access and open any files provided to you by the Expert.
Services may be provided through third-party online meeting or conferencing platforms or via mobile phone. You are responsible for ensuring you are able to access any online meeting, conference platform or telephone calls.
We are not responsible for paying for or providing you with access to any computer, hardware, software, file reader or conversion tools, phone or internet access or other tools or support.
If a link is sent to you to access downloadable content, you must access, download and save it to your computer promptly. Some links may only be available for a set period of time, so you must ensure you download and save what you need before a link expires.
We are not responsible for, and do not accept any cost or liability for, any delays, errors or issues in transmission of or accessibility to Services or Content on or via our Platform.
6.3 Timing of delivery
Summary | When the Services are delivered will depend on the details provided by Experts in each Listing. Some Services (such as the Sounding Board Services) might be set for a specific time, whereas others (such as Customised Solutions) might be provided over the course of a few weeks, or Contractor Services might be for certain specific booked days.
Experts are responsible for ensuring any Services or Content you have purchased via our Platform are delivered to you in full and on time, we cannot guarantee any service delivery times, or that download links will work, or that third-party meeting or conferencing platforms or mobile phones will work.
Where there has been an issue, you should contact the Expert directly in order to resolve the issue. Where the issue is related to Platform functionality, we will do our best to resolve it however we may be dependent on third party service providers (such as internet service providers, third party meeting platform hosts, payment processing gateways or IT service providers) so we cannot guarantee if or when any issues will be fixed.
6.4 Payments
Summary | Our Platform takes care of collecting and distributing the fees for the Services provided by Experts and our Platform Fee. We use reputable service providers (such as Stripe) to do this for us. By capturing payment details upfront, it ensures the funds can be collected and distributed once the Expert has provided the Services.
The Price payable for a Service is determined by the Expert and the Platform Fee payable to us is automatically calculated for Users for each Booking.
The total amount payable by Customers will be displayed at check out and the total amount receivable by the Expert (after deduction of the Platform Fee) displayed to the Expert.
When you make a Booking , the payment for the Services and the Platform Fee will be processed through a third-party payment processor (currently Stripe, or as otherwise updated from time to time).
In order for Experts to receive payments from the third-party payment processor, Experts must connect their bank accounts to their Profile on the Platform.
Each User authorises us to use Stripe or any other third party payment processor we nominate from time to time to hold funds on your behalf until the funds are released, you understand the Platform Fees are automatically released to us at the time of Booking and you agree to act promptly to approve the release of funds to Experts for the Services.
Before receiving any Services via our Platform, you must first make the payment in the required amount, which must have been authorised and processed by our third-party payment processor in full.
The amount for the Platform Fee will be released to us when the Booking is accepted by an Expert, and the amount for the Services will be held by our third-party payment processor until released (see further details below).
The amount payable by Customers, and the total amount receivable by Experts, respectively, will be specified in Australian dollars (AUD) and will be inclusive of GST (unless explicitly stated otherwise).
6.5 Release of Payments
Payments for the Platform Fee will be processed and released to us when the Booking Request is accepted by the Expert.
Payments for the Services provided by the Expert will be held by our third-party processing payment provider and will be released when a Customer confirms the Services have been completed by the Expert via their User account, or in the case of time-based bookings (such as Sounding Board Bookings or Daily Rate Contracting), the payments will be automatically marked as complete and released 1 day after the end of the Booking time unless they have been marked as disputed, or as otherwise released as set out in these Terms.
The Expert agrees that they are only entitled to the payment if the Services as described in the applicable Listing have been provided in accordance with the agreement between the Expert and the Customer and all applicable laws.
Customers agree to act fairly and promptly once Services have been provided by Experts in order to effect the release of payments to Experts.
Customers must only mark a Booking as completed after the Services have been provided by an Expert, as this is what releases the payment to Experts.
Once the Expert considers that it has completed the Services as required, it must use the messaging on the Platform to notify the Customer that the Services have been properly completed, requesting that the Customer marks the transaction as complete and notifying it that the funds will otherwise be released within 14 days, unless the Customer, acting reasonably, lodges a dispute that the Services have been properly performed.
On receipt of the notification from the Expert that the Services have been completed, if the Customer has a dispute about the Services, the Customer must lodge a dispute in accordance with clause 11 within 14 days after receiving the notification from the Expert if it is not satisfied that the Services have been properly completed.
In the event a Customer fails to lodge a dispute as required within the time required , the Customer is deemed to have approved the payment and the Expert can request that we release the payment which is being held by the third-party payment processor.
If we receive a request from the Expert to release the payment and the Customer has not lodged a dispute within the time required , we may, without any further recourse from any party, release the payment(s) to the Expert
If no action is taken, all payments held by the third-party payment processor will be automatically returned to the Customer (less the Platform Fee) after 85 days (or as updated from time to time) and the Expert will be deemed to have agreed to the return of the payment. This is driven by the technical functionality of the third-party payment processor as they are not able to hold funds for longer than this period, and in the absence of any evidence that the Services were delivered by an Expert, the Price paid for the Service will be returned to the Customer.
Once confirmation has been provided, the payment is manually released by us or if the payment has been automatically released, the payments are transferred by the third-party payment processor into the bank account of the Expert.
Once a payment has been released by the third-party payment processing provider, it will take a few days to arrive in the Expert’s nominated bank account (usually about 7 days, however we will bear no liability for any delay of a payment made via the third party-payment processing provider).
In the event payment has been declined, not transferred in full, is unsuccessful or is incomplete for any reason, we reserve the right to manually issue Users with an invoice for the Platform Fees and Services on behalf of the Expert, which will be due and payable in full within 7 days of the date of the invoice and we reserve the right to charge interest for late payments as specified on the invoice and any reasonable debt collection costs.
A Listing for a larger project (for example, a higher dollar value) or lengthier piece of work (for example, a matter that takes over a month to complete) may be broken down into a number of milestone payments so that no amount is payable for Services that cannot be completed within that month. If that is the case, the Expert must make it clear in the Listing that multiple milestone payments will be charged. The process to release each milestone payment is as set out above.
6.6 Changes to payments
Summary | From time to time, Experts might update their Pricing for any new Bookings (for example, due to CPI, demand, increased seniority etc.) but the Price you pay at the time of making a Booking, will be the Price for that Booking. Similarly, we might improve the technical capabilities of the Platform so may update Platform Fees which would apply for any new Bookings.
The Platform Fee and Price payable for any Services may be updated from time to time and any new Bookings you make after the you are advised of the updated fees will be payable at the new amounts. For any Bookings that you made for Services prior to the increase in fees that have not yet been delivered, the fees will remain as they were at the time of the Booking, prior to the increase. For any Services that you have not yet purchased, we, and the Experts are not required to honour any previous Pricing or Listings, and in the event of manifest error or omission (either by us or an Expert on our Platform, social media, in any email or other means), reserve the right to charge the correct Price or not provide the Services or Content, until the correct Price has been paid and received in full.
We may vary our third-party payment processors or payment methods from time to time, with or without notice, in our sole discretion. To continue use of or access to our Platform, Services and Content, you will need to use the payment methods we make available to you.
Where payments are made to Experts on a subscription basis, the subscription fee must be paid in advance of the Services provided via the required payment method. Unless specifically agreed otherwise, subscriptions are payable monthly and are non-refundable if you do not use the full subscription or wish to cancel during that monthly period
6.7 Taxes
Summary | Everyone is responsible for collecting, paying, reporting and complying with their respective tax obligations. This includes GST payment obligations. Prices are listed as inclusive of GST, so be sure to remit your portion of GST to the Australian Tax Office.
We require all Experts to be and remain registered for GST in order to provide Services via our Platform. This is because current technical functionality has all pricing displayed as inclusive of GST.
Experts are responsible for determining and fulfilling their own obligations under applicable laws to register, report, collect, remit any taxes payable (including but not limited to GST or other indirect taxes, income, or other taxes), and understand that all prices displayed on the Platform are expressed as inclusive of GST (unless explicitly specified otherwise).
Payment confirmation details are displayed in the User Accounts. If additional tax invoices or receipts are required, Customers must contact the Expert, and Experts must provide a Tax Receipt.
6.8 Disputes about Services + payments
Summary | If you are unhappy about any Services that have been provided by an Expert, then you should raise a dispute on the claim for payment by the Expert through the Platform and then resolve that dispute with that Expert. While we facilitate the technical platform, payment processing and other support services, we are not a party to the transaction between Experts and Customers.
You must assess the suitability or otherwise of an Expert and a Service prior to purchasing their Services.
To the extent permitted by Australian Consumer Law, the Platform Fee is non-refundable regardless of whether or not there is a dispute about the Services.
If a Customer is not satisfied with the Services (for example, there is a dispute about whether the Service was delivered in accordance with the description in the Listing or incomplete), Customers must contact the Expert immediately and try to resolve the matter, and the Customer must mark the Booking as ‘disputed’ in the User's account.
Any issues with an Expert accessed via our Platform must be resolved direct with that Expert, and we are not a party to that transaction and are not the provider of the Services.
If there are any issues or disputes you feel that we should be aware of, these should be notified to us within 7 days of your Booking (or from the time you become aware of the issue) so that where possible, we may, but have no obligation to, assist or take remedial action, which may include:
Discussing the content and nature of your concerns about the Services and/or the Expert;
Seek to assist with resolving the dispute and giving effect to a resolution that has been agreed to between the Customer and Expert (for example, where funds are still held by the third party payment processor, refunding part of the Price if that is what has been agreed to between the Customer and Expert);
remove the Expert from the Platform; or
any other such steps that we might reasonably take.
In the event a dispute is finally determined by a Court of competent jurisdiction or a binding alternative dispute resolution procedure, either party may provide us with evidence of resolution of that dispute and where the funds are still being held by the third party payment provider, we will arrange for the third party payment provider to distribute the funds accordingly.
In the event you wrongly or fraudulently seek a refund, credit card chargeback or reversal of a bank transfer or similar, we reserve the right to charge you for any costs or fees incurred, including but not limited to all legal or other debt recovery fees.
6.9 Cancellation fees for no-shows
Summary | We understand sometimes things change but for our Experts, time is money. So if you’ve made a Booking for a certain time slot and you don’t show up, you’ll still be charged, unless something else is agreed with an Expert.
In the event you fail to attend a Booking you have made for a time-based Service (for example, a Sounding Board call), you will be charged the full amount of the Booking. You must give at least 12 hours’ notice for any changes or cancellations, otherwise the full amount of the Booking will be charged.
Cancelled Bookings will still incur the payment processing fees and any administrative fees we may apply to process any reversals (currently charged at $50 per Booking).
Subject to 13(a) and 13 (b) above, in the event an Expert allows a cancellation, they may still charge a pro-rata amount for any work completed to date, and subject to the Australian Consumer Law, in no event will any Platform Fee be refundable (in whole or in part)
Customer must mark a Booking as ‘Disputed’ otherwise the funds for time-based Bookings will automatically be released to the Expert 1 day after the scheduled Booking time.
6.10 Non –transferable + anti-avoidance
Summary | We are a small business and we have worked really hard to develop our technology platform, source Experts, build a brand and market the Services that are available – for this we charge a Platform Fee. We have incurred and continue to incur expenses we need to cover so if we notice any attempts to get around paying us by transacting offline, we can remove you from the Platform and may seek to recover our costs.
Any Services or Content purchased through our Platform are not transferable and should not be shared, copied or distributed. The payment covers your use only (in the case of a business or your employer, for the internal business use of that business or employer).
Services provided by an Expert are likely to be based on your specific circumstances, and may not be suitable or accurate for other parties or may no longer be accurate where the law or circumstances change.
In the event that any User attempts to circumvent the Platform Fees or other charge by taking a transaction off-platform, we reserve the right to invoice you for the Platform Fee or other charge that would have been payable, had the transaction taken place via our Platform.
Any such Platform Fees or other charge will be deemed a debt due and payable within 7 days from the date of the invoice, and we reserve the right to claim all reasonable debt collection costs (including any legal fees incurred).
Experts agree that during the period of 12 months after being introduced to a Customer by us or via our Platform, and for Customers introduced to an Expert via us or our Platform, that engagement and payment for Services will be performed exclusively via us and our Platform, unless agreed otherwise by us. Users agree that any attempt to circumvent Platform Fees during this 12 month period will become a debt due and payable by the applicable party within 7 days from the date of the invoice, and we reserve the right to claim all reasonable debt collection costs (including any legal fees incurred).
Users agree that this is fair and reasonable under the circumstances and these restraints are reasonably necessary to protect our business interests as we have expended significant resources on advertising, marketing and technology in order to make the Platform and Solution possible.
LEGAL OBLIGATIONS + DISCLOSURES
Summary | We are committing to complying with our legal, compliance and disclosure obligations. This section covers off some of those requirements. In addition, some of our Experts have additional regulatory and disclosure obligations, which they are solely responsible for.
7. Access from outside Australia
Our Platform, Solution and Content may be accessed from outside of Australia. We make no representation or warranty that our Platform, the Solution, Content or any Services comply with any laws outside of Australia. If you access or use our Platform, the Solution, Content or any Services from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Platform, the Solution, Content or any Services.
7.1 Promotions, competitions + offers
For certain campaigns, promotions, contests, offers or discounts, additional terms and conditions may apply. If you want to participate in or redeem any such campaign, promotion or contest or redeem an offer or discount, you must agree to the relevant terms and conditions applicable to that campaign, promotion or contest and be eligible participate or claim that offer or discount.
In case of any inconsistency between such terms and conditions and these Terms, these Terms will prevail. Any such campaigns, promotions, contests, offers or discounts are not redeemable for cash, not transferable and no rainchecks. We will determine eligibility in our sole discretion, no further correspondence will be entered into.
7.2 Referrals and commissions
We may from time to time provide referrals or links to third party products or services via affiliate links, directory lists on our website or in any blogs or social media posts. We do not warrant or guarantee their products or services are suitable, free from errors or omissions and do not guarantee their quality, reliability or availability or your eligibility. We are not responsible for the content or privacy practices associated with third-party websites. Any dealings with you and the third-party websites are solely between you and the third party, and you agree that we are not liable for any loss or damage incurred as a result of such dealings.
We may from time to time receive a commission or referral fee for providing certain referrals or links for some (but not all) third-party products and services.
We may from time-to-time share information about special offers or discounts for products or services provided by third parties. We make no guarantee that the offer is or will remain available or that you are eligible or entitled to claim any offer or discount. There may be third-party terms and conditions associated with such offers and you are responsible for ensuring you read and comply with any such terms and conditions.
In the event we receive any commission or affiliate fee in exchange for providing a referral or promotion, we will comply with all applicable laws in disclosing any commissions, fees or free product received.
7.3 Cost disclosures by lawyer Experts
Summary | Any Experts that are qualified lawyers offering legal services have certain professional obligations that they need to fulfil. This means that Experts may provide you with more detailed cost disclosure agreements and dispute resolution options in conjunction with their local legal regulator.
The Experts on the Platform may include freelance legal professionals who provide legal services. We are not a law firm and do not provide legal advice.
Any Experts that hold themselves out to be lawyers and offer legal services must be fully licensed and registered, independently insured and compliant with all obligations as required by the relevant professional association (including but not limited to current, correct and unrestricted Practising Certificate, cost disclosures, ethics, insurances, trust accounting, conflicts of interest, continuing professional development and so on). This will vary depending on the state or territory where the lawyer is registered (for example, in NSW this is the Law Society of NSW, in Victoria this is the Victorian Legal Services Board and Commissioner etc.).
As part of their professional obligations, lawyers are required to make certain disclosures in relation to costs and legal professional regulations. Any lawyer on the Platform is personally and solely responsible for ensuring they comply with these obligations during any engagement they have with you.
In the event an Expert is no longer licensed, registered or insured, they must immediately cease holding themselves out as such.
Some Experts may have practised as legal professionals in the past however no longer hold a current Practising Certificate (for example, they may have moved into human resources or industrial relations roles). In this case, Experts must make it clear in their Profile and Listings that they no longer hold a current Practicing Certificate and must not purport to provide legal services.
CONDUCT ON OUR PLATFORM
Summary | We expect that all Users on the Platform will behave appropriately and respectfully towards each other, and that you won’t be breaching any laws, obligations or third-party rights (such as Intellectual Property Rights). Be nice, be kind, be honest. Simple really.
8. Information submitted to us
If you submit any Content, material or information to us or through the Platform, you warrant that:
you are permitted to share that material and information;
the information is true and correct, not misleading and not in breach of any laws;
you own the Intellectual Property Rights in that Content, material or information (or have licensed the rights from a third party);
you provide us and are authorised to grant us a licence to use it on these Terms;
and
you warrant that the material and information:
does not breach any third-party copyright, trademark, obligation of confidentiality or other rights;
does not breach or infringe any law, regulation or Government requirement; and
does not breach any law of defamation, obscenity, inappropriateness, contempt of any Court or tribunal or commission.
You agree to indemnify us for any breach of your warranties.
8.1 Unacceptable activity
You must not do any act that we would reasonable consider to be inappropriate, is unlawful or is prohibited by any laws applicable to our Platform, Solution, Content or any Services including but not limited to:
any act that would constitute a breach of either the privacy (including uploading private or Personal Information without an individual's consent) or any other of the legal rights of individuals;
using our Platform to defame us, our employees or other individuals;
uploading files that contain viruses that may cause damage to our property or the property of other individuals; and
posting or transmitting to our Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.
If we allow you to post any information to our Platform (or any of our associated social media sites or other forums), we have the right to take down this information at our sole discretion and without notice. We reserve the right to take any such further action that we deem appropriate or as required by law, including but not limited to reporting to appropriate law enforcement or other authorities, commencing legal proceedings and publishing corrective notices.
Our Platform enables Reviews to be provided by Experts and Customers. We are not responsible for any Review and under no circumstances will we be deemed to have published the Review and all liability is excluded in this regard. In the event a User has a concern about a Review, then they should immediately contact us at hello@workchapters.co to enable us to investigate (which may mean removing, editing or redacting the Review in whole or in part).
8.2 Exclusion of competitors
If you are a competitor of ours, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Content or any of our Intellectual Property Rights contained on or received via our Platform, email or any other ways we may make information available. You may not use our Platform, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website without our prior written consent.
LEGAL RIGHTS, LIABILITIES + INDEMNITIES
Summary | This section sets out the ‘heavy’ legal terms relating to ownership of intellectual property, limitation of liability, indemnity, warranties and Australian Consumer Law obligations. It is important that you read these terms carefully to ensure you understand them.
9. Intellectual property rights
Where you are an Expert and you submit any Content to us or through the Platform;
we acknowledge and agree that all rights, title and interest in and to the Content that you upload will at all times remain owned by you or the licensors of that Content; and
you grant to us a worldwide, non-exclusive, non-transferable perpetual licence to (i) use, adapt, modify, reproduce, reformat, transform and process the Content for the purpose of providing the Platform and Solution to Users; and (ii) to use any Intellectual Property Rights in the Content, to the extent necessary to undertake such activities.
Except to the extent otherwise specified in these Terms, we own or licence from third parties all Intellectual Property Rights in this Platform and in all of the material (including all text, graphics, logos, audio and video, software, source code and bots) and Content made available on or through this Platform (Proprietary IP).
Your use of our Platform and use of and access to any Proprietary IP does not grant or transfer any rights, title or interest to you in relation to our Platform or the Proprietary IP. However, we do grant you a non-exclusive, non-transferrable licence to access the Platform and view the Proprietary IP on the terms and conditions set out in these Terms and, where applicable, as expressly authorised by us and/or our third-party licensors.
You must not do, omit to do, attempt to do, or allow anyone to do anything which infringes our Proprietary IP, including:
copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any part or all of our Proprietary IP (as applicable) in any form or media or by any means; or
decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part or all of the Platform,
except:
as expressly permitted by non-excludable laws; or
with our prior written consent.
If you provide us with ideas, comments or suggestions relating to the Platform, Solution or our Content (in this clause, the Feedback):
all Intellectual Property Rights in the Feedback and anything created as a result of that Feedback (including materials, enhancements, modifications or derivative works) will be owned by us and/or our licensors (at our election) on creation; and
we may use or disclose the Feedback for any purpose.
You agree to execute all documentation necessary in order to give effect to the preceding clauses above.
9.1 Warranties
Subject to clause 9.5 and to the maximum extent permitted by law, , we make no warranties or representations about this Platform, Solution, the Services or any Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, that your use of the Platform, Solution, Services or any Content will achieve any particular purpose, or that this website or information you transit to us or we transmit to you will be secure. As such, any information which you transmit to us or we transmit to you is transmitted at your own risk.
9.2 Implied terms
Subject to clause 9.5 and to the maximum extent permitted by law, all representations, warranties, conditions, guarantees, indemnities or undertakings that would be implied in, or affect, these Terms by legislation, common law, tort, equity, or by course of performance, dealing, trade, custom or usage are excluded.
9.3 Liability
Subject to clause 9.5 and to the maximum extent permitted by law,
in no event shall we nor any of our Affiliates be liable for any direct, indirect, incidental, special or consequential loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of our Platform, the Services, Content, emails, or as a result of the inaccessibility of this Platform and/or the fact that certain Content, information or materials contained on it are incorrect, incomplete or not up-to-date, or for any delay or non-receipt or partial receipt of any Service or Content.
our and our Affiliates total aggregate liability to you arising out of or in connection with your use of the Platform, the Solution, Content or these Terms, however arising, including under contract, tort, negligence, equity, statute or otherwise, will not exceed, the greater of:
the Platform Fees paid by you to us in the 3 months after you first become a User; and
A$1500.
we and our Affiliates are not liable to you nor any other person for:
defects, errors, service interruption, failure or delay in respect of or caused by the Platform or the Solution;
any special, indirect or consequential Loss, loss of profits, loss of opportunity or loss or corruption of data incurred by you under or in connection with this Agreement (whether arising under contract, in tort (including negligence) or otherwise), irrespective of whether you previously notified us of the possibility of such Loss;
the Services or any Content supplied to you by the Experts, which you acknowledge are provided by you to by Experts under the terms of your agreement with those Experts.
Our limitation of liability will survive termination and/or cessation of your use of our Platform.
You agree and acknowledge that the exclusions and limitations of liability and warranties in, and the indemnities given by you under these terms are reasonable to protect our legitimate interests and particularly where:
we only provide the Platform and Solution;
we do not provide the Services or Content developed by Experts; and
any agreement to provide any Services is between Users as the Expert and the Customer and does not include us.
9.4 Indemnity
You agree to indemnify us, our Affiliates from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including without limitation legal fees and Court costs) we or our Affiliates suffer or incur which arise out of or in connection with:
as a Customer, your use of the Services or Content;
as an Expert, any Services or Content that you provide to a Customer;
any statement or representation you make to or give to another User;
your interactions with or conduct towards another User;
the holding or release of any amounts paid to our third party payment processer as contemplated by these Terms; and
any breach of your warranties, howsoever caused, except to the extent such breach was caused or contributed to by us or our Affiliates.
This indemnity survives a User’s use or access to the Platform or Solution following termination.
9.5 Non-Excludable Guarantee
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law or any other applicable Law that cannot be excluded, restricted or modified by agreement (Non-Excludable Guarantee).
To the maximum extent permitted by law, our liability for breach of a Non-Excludable Guarantee is limited, at our option, to:
in the case of goods, any one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or
in the case of services: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.
TERMINATION + SUSPENSION
Summary | This section explains how we, Experts and Customers might terminate or suspend these arrangements, and what happens after termination.
10. Termination
A party may terminate these Terms immediately by giving the other party written notice if the other party:
is the subject of an insolvency event, except to the extent that a law prevents the exercise of this right; or
breaches these Terms and:
the breach is incapable of remedy; or
the other party fails to remedy the breach within 20 Business Days of receiving notice requiring it to do so; or
If we are unable to provide the Platform or the Solution whether in whole or in part (including but not limited to where third-party technical providers, integrated partners or service providers have provided a termination notice to us)
A party may terminate these Terms at any time and without cause by providing the other party with written notice of termination.
If these Terms expire or are terminated for any reason:
you must pay us:
all outstanding invoices by the due date;
all other amounts outstanding as at the date of termination; and
each party must deliver to the other party all Confidential Information of that party in its possession or control (or if requested by the other party, destroy it);
all rights that a party has accrued before termination continue; and
any Services or Content purchased from an Expert prior to the date of termination will continue under the terms of the agreement between the Expert and the Customer.
The termination of these Terms is without prejudice to either party's rights under the agreement formed under these Terms or at law.
10.1 Suspension
We may suspend the supply or performance of the Platform or Solution at any time without notice to you:
if you are subject to an insolvency event;
if you fail to pay any amount due to us under these Terms when due; or
if we reasonably suspect that you are in breach of your obligations under these Terms; or
if a third-party technical provider, integrated partner or service provider has provided a suspension notice to us, which causes the Platform or Solution to be unavailable in whole or in part.
To the maximum extent permitted by law, we exclude all liability to you if we suspend the Services under this clause 10.
The suspension of the Platform or Solution under clause (b) above may continue until we notify you that the circumstances giving rise to the suspension no longer apply.
DISPUTES
11. Dispute Resolution
Summary | There are different processes depending on whether the dispute is between you and us, or between a Customer and an Expert. We will work hard to resolve any issues you may have with us, but we are not a party to the transaction between Customers and Experts, so those will need to be resolved directly between you.
If the dispute is about access to the workchapters Platform or our Solution:
Then the dispute is between workchapters and a Customer or Expert.
You should contact the Team at hello@workchapters.co.
If the dispute is about the Services provided or due to be provided by Experts to Customers via our Platform, or any payments by or due from a Customer, or any other dispute or issue arising between an Expert and a Customer:
Then the dispute is between Customers + Experts.
Customers + Experts will need to contact each other either via the Platform or other known contact methods.
11.1 Disputes involving us
In the event of any dispute involving workchapters, the parties must use reasonable endeavours to resolve any dispute under the Terms by first engaging with each other to attempt to resolve the dispute by taking the following steps:
Provide a notice of dispute in writing to the other party within 14 days of the Booking;
Try to resolve the dispute with 14 days of receiving notice of the dispute, by discussing via appropriate means (such as via email, video conference or in phone call) or send return correspondence to the registered address in order to attempt to resolve the dispute;
If the dispute cannot be resolved, contact us at hello@workchapters.co for support to try to resolve the issue or propose some options. We will endeavour to act as intermediary and resolve the dispute to the best of our abilities based on the information available to us within 14 days of receiving notice of the dispute.
If we are unable to resolve the dispute within that timeframe, we encourage the parties to seek independent mediation to resolve the dispute within a further 21 days, using a mutually agreeable mediator, with the parties to share the costs equally. There are online providers, for example, Immediation, which the parties may find to be a convenient option.
If the parties are unable to resolve the dispute via mediation within that timeframe, then the parties may initial legal proceedings which shall be binding on the parties.
Nothing in this provision shall prevent injunctive or interlocutory relief.
11.2 Disputes between Users
In the event any dispute between Users (meaning between Customers and Experts), these must be resolved directly between the Users. We are not a party to the transaction between Experts and Customers and we do not provide the Services so Users must work together to resolve any issue or dispute. We will make reasonable efforts to support the process to assist the parties to resolve the dispute.
Experts and Customers should attempt to resolve the dispute by taking the following steps:
Provide a notice of dispute in writing to the other party within 14 days of the Booking;
Try to resolve the dispute with 14 days of receiving notice of the dispute by discussing via appropriate means (such as via email, video conference or in phone call) or send return correspondence to the registered address in order to attempt to resolve the dispute;
If not resolved directly between the parties within 14 days of a party receiving notice of a dispute, you may contact us as workchapters to offer support and act as an intermediary to assist to resolve the dispute.
If we are unable to resolve the dispute within 14 days of being asked to assist, Experts and Customers should use mediation or alternative dispute resolution methods, using an online mediation forum agreed between the parties, with the parties to equally share the costs of the mediation;
If still not resolved following mediation or or alternative dispute resolution methods within a further 21 days, the parties may initiate legal proceedings, which shall be binding on the parties.
Nothing in this provision shall prevent injunctive or interlocutory relief. Customers may also have recourse to any regulatory body that may govern the services provided by an Expert.
GENERAL LEGAL TERMS
12. Notices
All notices and consents must be in writing, legible and in English, and sent to the contact details specified below, or as otherwise updated by the parties by written notice:
For notices to us:
Workchapters Pty Ltd
Suite 103, 1044A Dandenong Road
Carnegie VIC 3163
hello@workchapters.co
For notices to you:
The contact details in the User registration form.
Notices sent:
by hand, are taken to be received when delivered;
by post, are taken to be received by the third Business Day after posting, notwithstanding that a notice may be returned through the post office unclaimed; or
by email, are taken to be received at the time of confirmation of sending (except where the sender receives an automated message indicating that the email was not successfully delivered).
12. 1 No assignment
You may not assign, transfer or otherwise share your User account access details, the Services or Content, with other person or business without our prior written consent, which we may withhold for any reason, in our sole discretion.
12.2 Assignment by us
We may, in our sole discretion, assign these Terms, and/or ownership of the Platform and/or our business (in part or in whole) to any third party, without your consent and without notice.
12.3 Waiver
Any failure or delay by a party to exercise a right shall not constitute a waiver of that right, whether in whole or in part, and will not prevent a party from exercising that right.
12.4 Severance
If a provision of these Terms is deemed illegal or unenforceable, that provision may be severed from these Terms and the remaining provisions or parts thereof will remain in force.
12.5 Survival
Any provisions that by their nature should survive termination, your Platform access, provision of the Services or existence of the Platform, shall survive.
12.6 Jurisdiction and governing law
These Terms are governed by the laws of Victoria, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria.
12.7 Variations
We may amend these Terms, including our Privacy Policy, from time to time. Amendments will be effective immediately upon publication on our Platform. Your continued use of our Platform represents an agreement by you to be bound by the Terms as amended. You should check our Platform regularly so you are kept up to date with our current Terms.
Any Content or Services offered on this Platform are subject to change without notice, and may be deleted, cancelled, withdrawn or limited at any time, without any recourse or liability.
Whilst we use reasonable efforts to ensure that our Content is accurate, current and complete at the time of publication, we do not represent, warrant or guarantee its accuracy, currency or completeness (to the maximum extent permitted by law) and we are not liable if any Content is inaccurate, incomplete or out of date, and are no obligation to correct, complete or update the Content.
12.8 Entire agreement
These Terms capture the entire agreement for your use of our Platform. Any prior verbal or other representations or understandings are expressly excluded.
CONTACT US
For any questions or notices:
please use the Contact Us function on our website
email us at hello@workchapters.co or
mail us at:
Workchapters Pty Ltd
Suite 103, 1044A Dandenong Road
Carnegie VIC 3163
Published: 10 September 2022