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Subcontractor (Tutor) Agreement

TERMS & CONDITIONS

1.   OVERVIEW

     1.1  You will be engaged as a subcontractor based on the terms and conditions set out in this Agreement, and will perform the Services and provide the Deliverables as set out in the Statement of Work.

     1.2  This Agreement constitutes a standing arrangement between you and us for the supply of the Services and any Deliverables. Should we require you to perform Services or provide Deliverables beyond those stipulated in the Statement of Work, an additional Statement of Work will be agreed to and signed by both parties

     1.3  In the event of any inconsistency between these terms and conditions and any Statement of Work, the most recent Statement of Work will prevail to the extent of the inconsistency

     1.4  This Agreement will commence on the date specified in the Statement of Work and continue indefinitely unless terminated earlier in accordance with these terms

     1.5  You may work from any location, however you warrant that you have sufficient and adequate resources and equipment available to you at your chosen location to enable you to perform the Services to the required standard

     1.6  Your hours of work will be as mutually agreed and outlined in the Statement of Work. If you are unable to work at these times, you agree to provide as much notice as possible, and acknowledge that the hours in question may need to be adjusted to account for outstanding Services or Deliverables in order to meet the Key Dates, if applicable. We expect that you will be amenable to adopting a flexible approach to your hours of work in order to meet the requirements of this Agreement.

 

2.   OBLIGATIONS

     Subcontractor

     2.1  For the duration of the term, you acknowledge that you must:

          a.  perform the Services and provide the Deliverables outlined in the relevant Statement of Work in accordance with the Key Dates and while exercising reasonable care, skill and diligence;

          b. hold and maintain a valid ABN and the requisite insurance (if any) and licences (if any) for the performance of the Services;

          c. disclose to us, at the earliest opportunity, all potential or actual conflict between your personal interests and our interests, and any other matters likely to impact on the performance of the Services, including any current contracts or services agreements, association, affiliation or relationship with a client, prospective client or competitor of ours that would constitute a conflict of interest;

          d.  act in accordance with our reasonable instructions and any standards that typically apply to the provision of services such as yours, and ensure that any of your employees or subcontractors do the same;

          e.  on discovery, not allow a potential or actual conflict of interest to continue;

          f.  not undertake any appointment, position or work which results in you competing with us, including performing Services for or providing Deliverables to any of our competitors, or anything else that otherwise adversely affects us or has the potential to do so, without our prior written consent;

          g.  protect our property from theft, damage or neglect and give us notice immediately of any such theft, damage or neglect that may come to your attention;

          h.  comply with any applicable policies and procedures; and

          i.  comply with all reasonable directions.


     Business

     2.2  We will:

          a.  provide clear and timely instructions and feedback regarding the Services and the Deliverables, ensuring effective communication to facilitate the performance of the Services and the Deliverables.

          b.  ensure prompt payment for the Services and the Deliverables rendered as per the terms outlined in the relevant Statement of Work or as otherwise agreed upon.

          c.  provide all necessary information, access to systems, and resources required by you to perform the Services and provide the Deliverables efficiently and effectively.

          d.  recognise and respect your professional autonomy and boundaries in the performance of the Services and Deliverables.

          e.  comply with all applicable laws and regulations in our dealings with you and maintain high ethical standards in our professional conduct.

          f.  We will not unduly interfere in your methods of providing the Services and Deliverables, as long as they conform to the agreed standards and outcomes as set out in the applicable Statement of Work.

 

3.   FEES

     3.1. We will pay the Fees to you for providing the Services in accordance with the terms of this Agreement and in accordance with the terms set out in any relevant Statement of Work.

     3.2  Your Fees will be paid within 14 business days of receiving an invoice to the bank account nominated by you.

     3.3  You agree to issue a valid Tax Invoice fortnightly that outlines hours worked and tasks performed.

     3.4  Each party will be responsible for any tax obligations imposed upon them in respect of this Agreement or the performance of the Services. If GST applies to your Fees, you agree to indicate this in your Tax Invoice by providing the tax amount separately from the amount payable for your Fees.

     3.5  If you incur out-of-pocket expenses, we will reimburse you within 7 business days. Reimbursement is at our discretion and all out-of-pocket expenses must be approved by us prior to being incurred.

 

4.   ENTITLEMENTS

     4.1  As a subcontractor, you are not entitled to paid leave under this Agreement.

     4.2  You acknowledge that you are solely responsible for meeting your tax obligations and ensuring that any of your employees or contractors are paid all appropriate remuneration and benefits including salary, superannuation, annual leave, sick leave, long service leave and any other benefits to which they may be entitled as its employees, and for otherwise complying with the legislation and industrial awards which are applicable to its employees.

     4.3  Should you need to take leave at any time during the term of this Agreement, you agree to let us know as soon as possible. Depending on the status of your tasks or projects, we will endeavour to make arrangements that enable you to take your proposed leave accordingly.

     4.4  If you are eligible to be paid superannuation, we will pay the compulsory superannuation contribution into a recognised superannuation fund of your choice. If you are paid at an hourly rate, and the Superannuation Guarantee percentage is increased, your remuneration will be adjusted in accordance with the new superannuation rate.

     4.5  You acknowledge that you will not be entitled to the benefit of any work incident, third party liability, public liability or indemnity policies arising from our insurance or workers compensation policies.

 

5.   TERMINATION

     Termination for convenience (either party)

     5.1  Either party is entitled to terminate:

          a.  this Agreement for any reason on providing 30 days’ written notice; or

          b.  any Statement of Work for any reason on providing 14 days’ written notice.

          c.  Work and Fees During Notice Period

               i.  Upon notice of termination, the following options are available:
                   You may continue to perform the agreed upon Services [and provide the Deliverables] at our request during the Notice Period, with Fees to be provided for this work as outlined in the Agreement; or

               ii.  Any work completed up until the point of termination, whether prior to or during the Notice Period, are due and payable in accordance with the payment terms set out in this Agreement.

Termination by either party (breach or force majeure)

     5.2  Either party may terminate the Agreement immediately if the other party:

          a.  is unable to meet their obligations due to a Force Majeure Event for a period exceeding 30 days;

          b.  commits a material breach of the Agreement that is capable of remedy, and fails to remedy it within 14 days;

          c.  commits a material breach of the Agreement that is not capable of remedy; or

          d.  enters liquidation or administration or becomes insolvent or bankrupt

     5.3  On termination of this Agreement in accordance with this clause 5, any Statement of Work pursuant to this Agreement will also terminate unless otherwise agreed in writing between the parties.

Post Termination Obligations

     5.4  Despite anything to the contrary, the parties acknowledge and agree that if this Agreement is terminated, we are only obliged to pay Fees in relation to Services provided in accordance with this Agreement on or before the notice of termination.

     5.5  On termination of this Agreement, you must:

          a.  immediately return all property belonging to us in your control or possession, including but not limited to all documents, records, reports, computers and software, equipment, Confidential Information, credit cards, keys and security passes;

          b.  cease access to any exclusive websites, systems and resources provided by us; and

          c.  provide to us all relevant passwords, if any, to computers, systems, accounts or computer files that have been in your care or control during the term.

     5.6  Maintain Confidentiality  

          a.  each party must continue to maintain the confidentiality of any confidential information disclosed during the term of the Agreement and return or destroy (at the other party’s request) all Confidential Information of the other party; and 

          b.  either party may be required to retain records for a period consistent with legal and ethical record keeping requirements as stipulated by applicable law and will hold such records in compliance with privacy legislation. 

 

6.   OWNERSHIP OF CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

     6.1  You acknowledge and agree that this Agreement does not give or assign you any right, title, licence or interest in any Intellectual Property belonging to us. You agree not to claim any Intellectual Property Rights in, or arising from, the Confidential Information, nor to challenge our ownership of any Intellectual Property or Confidential Information.

     6.2  Any past and future right, title and interest in any materials containing, incorporating or derived from any of the Confidential Information or Intellectual Property belonging to us, including copies, modifications or notes (including those prepared by you) or reproductions of the Confidential Information created by you, are assigned to and vest exclusively in us on and from the date of their creation, and constitute Confidential Information governed by the provisions of this Agreement.

     6.3  You unconditionally and irrevocably agree not to enforce any of the Moral Rights that you may have in the Deliverables or the Services.

     6.4  During the term and following termination or expiry, you agree to do all things necessary to assign the rights in existing or future Intellectual Property, whether created by you or any of your subcontractors or employees, to us.

     6.5. You must not use or reproduce any of our Intellectual Property, aside from as required during performance of the Services, for any reason whatsoever, without our prior written consent. If we consent, any reproduction of our intellectual property must retain visible credit to us (such as our logo or a link to our website/Instagram page) wherever it appears.

     6.6  If Third Party Materials are required to perform the services or are otherwise integrated into the deliverables, you agree to let us know that this is the case and inform us regarding any costs associated with obtaining a licence (where required).

​     6.7  The obligations under this clause survive termination or expiry of this Agreement.

7.   RESTRAINTS

     7.1  During the Term of this Agreement and for a period of 2 years following termination or expiration, You agree that you will not, whether directly or indirectly, without our prior written consent:

          a.  canvass, solicit, entice away, divert, accept, or attempt to canvass, solicit, entice away, divert or obtain any business from any of our Clients or Prospective Clients; and/or

          b.  canvass, solicit, entice away or attempt to canvass, solicit, entice away or otherwise engage any person employed or engaged by us.

     7.2  For the purposes of this Agreement, a 'Client' or 'Prospective Client' refers to any individual or entity that has engaged or is in discussions to engage with Synthesis Education for the provision of goods or services. This includes clients that the Subcontractor interacts with or performs services for on Our behalf, irrespective of whether such interaction was initiated by Us or resulted from the Subcontractor’s direct involvement. It encompasses all Clients and Prospective Clients that the Subcontractor becomes aware of or has access to as a result of their engagement with the Business.

     7.3  For example, if, as the Subcontractor, you interact with a third party during your engagement with us in relation to the Services and Deliverables, and this leads to or coincides with the third party's engagement or potential engagement (as a 'Client' or 'Prospective Client') with Synthesis Education, such third party falls under the defined categories. This applies regardless of whether we initiated the interaction or it arose from your activities under this Agreement.

     7.4  However, individuals or entities that come into contact with you independently and not through any direct or indirect actions of Synthesis Education shall not be considered as 'Clients' or 'Prospective Clients' under this definition. Interactions with individuals outside of the Business are not covered by any insurance that may be provided to you within the Business.

     7.5. You must not undertake or attempt to undertake the activities set out in 7.1a) or 7.1b) above alone or with any other person or party in any capacity including, without limitation, as employer, employee, trustee, beneficiary, principal, agent, director, partner, joint venturer, shareholder, unitholder, independent contractor, consultant, contractor or advisor.

     7.6  During the Term of this Agreement you must not delegate any face to face or online tutoring work to another employee or subcontractor, unless that person is also a tutor within Synthesis Education. Delegation of tutoring duties is at our discretion and must be approved by us prior to being organised.

     7.7  You agree that the above restraints are reasonable given the nature of our business, they are necessary to protect our legitimate business interests and do not unreasonably restrict your right to carry on your profession or trade, and acknowledge that we intend the restraints to operate to the maximum extent possible.

     7.8  Both parties recognise that a breach of any restraint provisions in this Agreement, including non-compete, non-solicitation, and confidentiality clauses, constitutes a material breach due to its potential to cause significant harm to the non-breaching party.

     7.9  In the event of a breach or threatened breach of restraint provisions, We shall be entitled to seek injunctive relief in addition to any other legal or equitable remedies, including the recovery of damages. Where applicable, liquidated damages may be sought as a pre-estimated amount of loss, agreed upon by both parties.

     7.10  If a court of competent jurisdiction finds that the restraints are unreasonable for the protection of our interests, but would be valid if part of the wording was deleted or modified, the restraints will apply with the modifications necessary to make them effective and to apply as intended above.

     7.11  The obligations under this clause survive termination or expiry of this Agreement.

 

8.   CONFIDENTIALITY AND PRIVACY

     8.1  You must not, either during or after this arrangement has ended, disclose any Confidential Information developed, accessed or acquired by you as a direct or indirect result of this arrangement, except in the proper course of this arrangement, as required by law, or with the previous written consent from us.

     8.2  You may only use the Confidential Information for the purposes outlined in this Agreement and must not use or attempt to use any such Confidential Information in any manner that may cause loss or injury to us.

     8.3  You must not under any circumstances disclose any Confidential Information that relates to our Clients.

     8.4  All Confidential Information remains our property.

     8.5  To the extent applicable, each party acknowledges and agrees that where personal information is disclosed, the recipient will comply with the applicable privacy laws and guidelines.

     8.6  The obligations under this clause survive termination or expiry of this Agreement.

 

9.   WARRANTIES AND INDEMNITIES

     9.1  The parties warrant that they have full power, capacity and authority to enter into and perform their obligations under the Agreement. 

     9.2  You warrant that any works used or created by you in the performance of the Services and/or provision of the Deliverables do not infringe any Intellectual Property Rights, confidentiality obligations or other third party rights.

     9.3  You warrant to maintain the security and confidentiality of any passwords, access rights, or other sensitive information shared by us or our clients in connection with the Services and/or provision of the Deliverables. You agree to implement and maintain robust security measures to protect such information from unauthorised access or use.

     9.4  You acknowledge the inherent risks associated with access to sensitive information and agree to adhere to strong security practices, including regular updates of passwords, enabling two-factor authentication, and reporting any suspicious activities promptly.

     9.5  You agree to indemnify us against any liabilities, losses, damages, or expenses suffered or incurred by us in connection with your performance of the Services and/or provision of the Deliverables. This includes, but is not limited to, liabilities arising from any breach of your warranties regarding the security and confidentiality of information, such as unauthorized use or disclosure of passwords or access rights. You also agree to implement and maintain robust security measures to protect any sensitive information shared in the course of providing the Services.

     9.6  The liability of each party will be reduced to the extent that the acts or omissions of the other party contributed to or caused the liability.

     9.7  Each party agrees to take reasonable steps to mitigate any loss, damage or cost it may suffer or incur as a result of anything done by the other party in connection with this Agreement.

     9.8  The total liability of each party under this Agreement shall be capped. Notwithstanding this cap, neither party shall be liable to the other for any amount exceeding $1,000. However, this cap does not apply to liabilities arising from:

          a.  Liabilities arising from any party's gross negligence or willful misconduct.

          b.  Liabilities due to a breach of confidentiality or infringement of intellectual property rights.

          c.  Liabilities resulting from a breach of the restraint provisions, including non-compete, non-solicitation, and similar obligations.

          d.  Any other liabilities which, under applicable law, cannot be limited by agreement between the parties. Each party acknowledges that these exemptions are crucial for the protection of each party's legitimate business interests and reflect the seriousness of these types of breaches.

     9.9  The obligations under this clause survive termination or expiry of this Agreement.

 

10.   MISCELLANEOUS

     10.1  Relationship of Parties

     You are a subcontractor, and the relationship between you and us does not constitute that of a partnership, joint venture or employer and employee. Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other party, without the other party’s prior written consent.

     10.2  Exclusivity

     You are not prevented from offering your services to others or soliciting other clients, provided that this does not conflict with your obligations under this Agreement, namely that you do not perform similar services or provide similar deliverables to our competitors without our consent or solicit our Clients at any time. You understand that any insurance, that may ordinarily be provided to you within our business, will not apply to you if offering your services to Clients outside of our business.

     10.3  Subcontractors

     You agree not to engage your employees or subcontractors to perform the Services, in part or in full, without our prior written consent. Where we permit you to engage your employees or subcontractors, you acknowledge that you are responsible for their performance of the Services and provision of any relevant Deliverables, including quality and timeliness.

     10.4  Non-Disparagement

     10.5  Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

     10.6  In the event that either party breaches this provision by engaging in disparagement or posting negative feedback in a public forum, the non-breaching party has two options:

          a.  The non-breaching party may initiate the dispute resolution process as outlined in clause 10.8 of this Agreement to resolve the matter amicably.

          b.  The non-breaching party may pursue legal action to seek remedies, including injunctive relief and damages, as allowed by applicable laws.

     10.7  The choice between these options will be at the sole discretion of the non-breaching party.

     10.8  Disputes

          a.  In the event of any dispute arising under or in connection with this Agreement during the Term, the parties shall first seek to resolve the matter amicably through direct negotiation. Both parties agree to engage in good faith efforts to settle any dispute promptly. If the dispute cannot be resolved within 30 days following the date of a written notice of dispute, either party may propose to enter into alternative dispute resolution (ADR).

          b.  ADR may include mediation or arbitration conducted by a neutral and recognised entity, pursuant to its rules and procedures. The parties shall mutually agree upon the choice of ADR method and the governing rules. Any decision or award resulting from such ADR shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

          c.  Each party shall bear its own costs in connection with the ADR process, and the parties shall equally share the fees and expenses of the mediator or arbitrator unless otherwise agreed by the parties or as directed by the arbitrator or mediator according to applicable rules.

          d.  Except where urgent interim relief is sought from a court, neither party may initiate formal legal proceedings until the ADR process has been concluded.

     10.9  Force Majeure

     Should a Force Majeure event impact the performance of the Services, the parties agree to use their best endeavours to reschedule or otherwise rearrange the performance of the Services and/or provision of the Deliverables.

     10.10  Notices

     Where a party gives notice, it must be done in writing to the email address or postal address specified in the Statement of Work. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 7 business days of being sent.

     10.11  Entire Agreement

     This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

     10.12  Governing Law

     The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where our office is located. You and we submit to the exclusive jurisdiction of the courts of that state.

     10.13  Execution and Counterparts

     The Agreement will become binding when it is signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I agree” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

     10.14  Amendment or Variation

     We reserve the right to amend or vary the Agreement and We will notify You of the changes.  You can choose to terminate if you do not accept the amendments and/or variations. If You continue to engage with us, you are deemed to have accepted the amendments and/or variations to these Terms.

     10.15  Validity

     If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

     10.16  Assignment

     You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.

     10.17  Interpretation

     All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.

PAY SCALE *

Subject to change without notice

Gross payment (before tax) *

National award 2024: $23.23 **

Average annual classroom teaching wage: $88,984 ($45.63 per hour). Source: talent.com ***

 

DEFINITIONS

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.

Agreement: means these Terms and Conditions, any Statement of Work, and any other annexures or schedules attached to or referred to in this document.

Commencement Date: means the date that the Agreement comes into effect.

Client: means any person or supplier who is or was a client of ours at any time before or during your appointment, and with whom you had any form of contact or communication whatsoever within the 12 months immediately prior to the date of termination of your appointment.

Confidential Information: means information of a confidential nature, including information about a party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, and the terms of the Agreement, but does not include any information in the public domain (other than through a breach of confidence).

Deliverables: means all content developed by you for us, as incorporated into and delivered as part of the Services.

Fees: means the amounts payable to you by us in relation to the Services as set out in the relevant Statement of Work.

Force Majeure: means illness, injury, emergency, pandemic, epidemic, war, act of God, sudden event or other circumstance beyond our control.

GST: means goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 Cth.

Intellectual Property: includes, but is not limited to, legally protectable product, patents, trade marks, copyrights, moral rights, designs, ideas, know-how or otherwise such as an invention, expression or literary creation, photograph, unique name, trade secret, business method, database, industrial process, presentation including any improvements and other Confidential Information, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and registered includes registrations and applications for registration.

Intellectual Property Rights: means rights, benefits, title or interest in or to any Intellectual Property anywhere in the world (whether registered or unregistered and including all applications for the same).

Key Dates: means the dates on or by which the Services and/or Deliverables will be performed and/or delivered respectively as set out in the Statement of Work.

Moral Rights: means the moral rights granted under the Copyright Act 1968 (Cth) including the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship and any similar rights existing under foreign laws.

Prospective Client: means any person or supplier with whom we have initiated discussions of any kind concerning business or sales opportunities, and with whom you had any form of contact or communication whatsoever within the 12 months immediately prior to the date of termination of the Agreement.

Services: means the scope of the services set out in the relevant Statement of Work.

Statement of Work: means a written or verbal agreement between you and the client/parent that includes the details of the arrangement between you and them.

Tax Invoice: has the meaning as set out in A New Tax System (Goods & Services Tax) Act 1999 (Cth).

T&Cs: means these General Terms and Conditions.

Term: means the term of the Agreement starting on the Commencement Date and ending when the Services have been performed and the Deliverables have been provided, or when the Agreement is otherwise terminated.

Third Party Materials: means any materials, such as documents, designs, and information, belonging to a third party.

You/Subcontractor/Tutor: means you (the Subcontractor).

We/Us/Our/The Business/Synthesis Education: means us (the Business).

Last updated: February 7, 2024

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