CONTRACT FOR SERVICES – AMAILA & AGENTS
The Agent and AMAILA agree as follows:
Agent means the person or entity applying to become an agent
Agent Terms of Engagement means the standard terms of engagement between the Agent and a Client which can be accessed https://www.ask-an-agent.com.au/agent-terms-of-engagement or otherwise via www.ask-an-agent.com.au
AMAILA means Australian Migration Agent and Immigration Lawyer Association Pty Ltd
Client means a person or entity which submits a question via the Website
Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth)
Confidential Information includes, without limitation, any information marked as confidential and any information received or developed by the Agent during the existence of this Agreement which is not publicly available and relates to a Client, AMAILA or any Related Body Corporate of the Client or AMAILA
1 AGENT OBLIGATIONS, ACKNOWLEDGEMENTS AND WARRANTIES
1.1 Terms: The Agent must comply with the AMAILA Terms, and all Agent Terms of Engagement. Agents must not enter into any terms or conditions with Clients which conflict with the terms and conditions in the AMAILA Terms or the Agent Terms of Engagement.
1.2 Answers to Questions: If the Agent accepts a question in accordance with the AMAILA Terms, the Agent must then provide an answer and, if applicable, an answer to a clarification question in accordance with the procedure and terms set out in the AMAILA Terms in a professional manner.
1.3 Acknowledgements: The Agent acknowledges that all information supplied by AMAILA is provided by clients, and not AMAILA. AMAILA does not review any such information, and does not warrant that the information is true, accurate, complete or genuine. It is the Agent’s sole responsibility to carefully assess each offer by a Client before deciding to accept it. AMAILA does not warrant that any Client is who they say they are, and each Agent’s use of the Website is at their own risk.
1.4 Compliance: Agents must ensure that they are in compliance with all applicable laws, rules and regulations relating to the provision of their services including, without limitation, ensuring that they are appropriately licensed to provide their advice at all times. By accepting a question or providing a quote, Agents are confirming and warranting to AMAILA that they are legally entitled and capable of providing an answer to the relevant question or the services contemplated by the quote (as the case may be).
1.5 Agent Profiles: Agents must maintain fair and accurate profiles on the Website which are not misleading or deceptive at all times, and notify AMAILA of any changes to their profile details.
1.6 No subcontractors: The Agent is not permitted to use other persons to perform some or all of the Agent’s obligations under this Agreement.
1.7 Warranties: The Agent warrants that it will use reasonable care and skill in performing its obligations under this Agreement, it has the right to work and perform its obligations under this Agreement, it has the qualifications that it purports to have, and will continue to hold those qualifications throughout the existence of this Agreement.
1.8 Cap on questions: AMAILA may limit the number of questions that the Agent may accept under the AMAILA Terms without notice.
1.9 Non compete: During the period commencing on the date on which the Agent views a question or request for quotation from a Client and ending 6 months after termination of this agreement, the Agent must not provide any alternative contact details to a Client which a Client could use to contact the Agent otherwise than via AMAILA, and must not directly or indirectly engage in the provision of any services for that Client or conduct any business with that Client without the prior written consent of AMAILA, unless the Agent is permitted to do so under this agreement.
2 AMAILA OBLIGATIONS
2.1 Pay fees: AMAILA will perform its obligations as set out in the AMAILA Terms and will pay the Agent the fees payable to an Agent in accordance with the AMAILA Terms after deducting an administrative fee of up to 25% of the fee.
2.2 Refunds: Notwithstanding anything contained in the AMAILA Terms, AMAILA may refuse to pay fees to an Agent and refund such fees to a Client if in its absolute discretion the Agent has provided negligent advice, or is in material breach of this Agreement, the AMAILA Terms or the Agent Terms of Engagement.
3 NO EMPLOYMENT / AGENCY ETC RELATIONSHIP
The parties agree that AMAILA has no liability in connection with any interactions, discussions, communications between the Agent and Clients. This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. The Agent must not hold itself out as having any authority to make any commitments on AMAILA’s behalf.
4.1 The Agent must keep all Confidential Information confidential and not deal with it is any way that might prejudice its confidentiality.
4.2 Upon the termination of this Agreement, the Agent must erase and destroy any Confidential Information in the Agent’s possession or under the Agent’s control or that may have been loaded onto a computer possessed by the Agent or under its control.
4.3 The Agent agrees to indemnify AMAILA fully against all liabilities, costs and expenses which AMAILA may incur as a result of any breach of this clause by the Agent.
4.4 The Agent acknowledges that damages may be an inadequate remedy for breach of this clause 4 and that AMAILA may obtain injunctive relief against the Agent for any breach of this clause 4. The obligations under this clause 4 survive termination of this Agreement.
5 INTELLECTUAL PROPERTY
The Agent irrevocably assigns to AMAILA absolutely all intellectual property rights in any content uploaded or communicated via the Website to AMAILA and waives all moral or other similar rights that it may be entitled to under the laws of any and all jurisdictions throughout the world in perpetuity. To the extent that such assignment is not enforceable in any jurisdiction, the Agent grants to AMAILA a worldwide royalty free licence to use and reproduce any content uploaded or communicated via the Website for promotional purposes or any purposes connected with the business of AMAILA.
6 WARRANTIES, LIABILITY AND INDEMNITIES
6.1 The Agent’s use of the Website is at its own risk. The Agent agrees that AMAILA has no liability whatsoever in connection with any discussions or communications between the Agent and a Client, any information provided by a Client, or any other interactions between an Agent and a Client (whether or not facilitated by AMAILA). AMAILA and its officers, employees, agents, and contractors make no warranties, either express or implied, in connection with the Agent’s use of the Website or its features.
6.2 Except for any liability which cannot be excluded, restricted or modified by law, AMAILA, its officers, employees, agents, and contractors exclude, to the fullest extent permitted by law, all liability whether arising in tort (including, without limitation, negligence), contract or otherwise for any injury, loss, liability, or damage of any kind (including, without limitation, any direct, indirect, special or consequential loss) arising in any way from the Agent’s access or use of the Website or its engagement by a Client.
6.3 To the extent that the liability in clause 6.2 cannot be excluded, restricted or modified by law, AMAILA its officers, employees, agents, and contractors limit liability to the AMAILA’s administrative fee payable in accordance with the AMAILA Terms, or the cost of resupplying AMAILA’s services in respect of which the breach occurred, at the option of AMAILA.
6.4 The Agent hereby releases, and agrees to indemnify and hold AMAILA, its officers, employees, agents, and contractors harmless from any and all liabilities, damages, injury to any person or property, losses, claims and expenses of any kind (including reasonable lawyer fees) which AMAILA may incur as a result of the Agent’s misuse of the Website, or breach of these Terms.
Either party may terminate this Agreement by notice in writing at any time, subject to the AMAILA Terms. Notwithstanding anything to the contrary in this Agreement or the AMAILA Terms, AMAILA may terminate this Agreement at any time by notice in writing to the Agent if the Agent is guilty of any dishonesty, serious misconduct, or serious neglect of duty in or in connection with the performance of its obligations under this Agreement.
8.1 GST: All amounts are inclusive of legally applicable tax in applicable jurisdictions.
8.2 Severance: If any provision of these Terms is prohibited by law or judged by a court to be unlawful, unenforceable, or void, the provision shall to the extent required be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.
8.3 Dispute resolution: Any claim, dispute, controversy or difference whatsoever arising out of or in connection with the performance, interpretation, application or enforcement of this contract, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration.
8.4 Jurisdiction: The same laws of the jurisdiction which govern the AMAILA Terms governs this agreement and the Agent agrees to the courts of that jurisdiction having jurisdiction in any matter under this agreement.
8.5 Amendments: This Agreement may be amended by AMAILA from time to time without notice. Any amendments this Agreement will be published on the www.ask-an-agent.com.au website. Any use of the www.ask-an-agent.com.au website constitutes an acceptance of the current terms.
Effective from: 26 August 2015