• Remote Office Bangladesh (Pvt.) Ltd (ROB) owns and conducts the international IT labour hire business known as Remote Office, from Bangladesh.
• In Australia, ROB organises Remote Office Australia Pty Ltd A.C.N. 646 305 188 as trustee for the Remote Office Trust (RO) to receive and make payments, so ROB requests that the Client make payments to ROB via RO under this Agreement.
• ROB will introduce the Contractors to do the Work required by the Client.
• The Client agrees that it does not engage the Contractors directly but the Client is responsible for ensuring the Work is done in the manner the Client wants, and reporting the Contractor’s performance to ROB.
• The Contractors do the Work. Neither ROB nor RO do the Work or are responsible for the Work.

• Words used in the Commercial Proposal have the same meaning in these Terms and Conditions.
• The following words have the corresponding meaning in these Terms and Conditions.
  1. Ancillary Services means the services offered by ROB to the Client that are additional to the Labour Hire Service, to:
  • assist the Client in deciding which Contractor is best to do the Work such as relaying to the Client the Contractor’s relevant qualifications and experience, resumes, recorded interviews, work history and complaints;
  • provide an electronic platform to assist the Client to monitor the Contractor’s conducting of the Work and leave requested by the Contractor.
  1. Commercial Proposal means that document so titled, containing the Client’s instructions to ROB in relation to Contractors that the Client wants and the basic parameters of the Work.
  2. Contract means the Commercial Proposal and these Terms and Conditions, only.
  3. Contractors means those contractors engaged and introduced to the Client by ROB to do the Work for the Client.
  4. Directly Engage means to employ, contract directly or contract through any intermediary in any capacity.
  5. ITES means any of:
  • creating, developing, improving and maintaining computer programs, computer network programs and computer infrastructure, including coding for bespoke applications, creating e-commerce platforms, improving functionality of websites, games and apps;
  • assessing risks and designing and improving data security, such as disaster recovery and backup systems;
  • computer system changes such as upgrades and data migration;
  • design, content creation and technical support for digital marketing.
  1. Labour Hire Service means ROB’s sourcing, introduction, and payment to, the Contractors to do the Work for the Term.
  2. Term means the span of time as noted in the Commercial Proposal or the time taken by the Contractors do the Work under the Contract, commencing from when the Contractor starts the Work until the Contract ends.
  3. Work is as noted in the Commercial Proposal but at all times is limited to ITES.
• The Contract covers the entire agreement between the parties and no previous representation, undertaking or oral terms will form part of the Contract.

• The Client engages ROB, and ROB accepts the engagement by the Client, to provide the Labour Hire Services and Ancillary Services to the Client for the Term, subject to the Contract.
• The Client acknowledges that the Labour Hire Services are for ITES only.

• After the Client executes the Contract, ROB agrees to provide the Labour Hire Services with the intention that:
  • the Client provides the parameters of the Work to ROB in the Commercial Proposal;
  • ROB assesses which of the Contractors best fits the Client’s requirements for the Work and introduces those Contractors for the Client to choose;
  • after the Client chooses the Contractors, ROB will then engage the chosen Contractors for the specific Work and introduce the Contractors to the Client;
  • the Work commences, the Ancillary Services commence and the Client’s obligation to pay the Fees commences.
• If the Client terminates the Contract before the Client engages the Contractor, then the Client agrees to pay USD $804 to ROB as a cancellation fee on ROB’s demand.
• The Client acknowledges the Roles at the head of these Terms and Conditions and specifically that ROB does not do the Work, is not liable to the Client for the Work and does not have a direct legal obligation of employment with the Contractor.
• If the Client no longer wants to use the relevant Contractor, then:
  (a) the Client agrees to notify ROB that the Client wishes to end the Work with the relevant Contractor and that either:
  • the Client wants another Contractor in which event, and subject to the Client having paid all Fees to ROB to that point, then ROB and the Client agree to immediately repeat the process in clause 4.1, during which time ROB agrees to only charge the Fees for the time that the Work is being performed by a Contractor; or
  • the Client terminates the Contract by written notice to ROB whereupon the Client agrees to pay the Fees to the date of the written notice plus 4 weeks of Fees to ROB which the Client agrees is a reasonable estimate of the actual losses to ROB of termination of the Term and the Contract;
  (b) ROB agrees to immediately finalise the relevant Contractor’s involvement in the Work.
  (c) the Client is solely responsible for recovery of the Client’s passwords, materials, files and data from the Contractor.

• The Client agrees to pay the Fees to ROB monthly in advance from the first day of the relevant month and where necessary for broken months, in advance for the number of days in the relevant month.
  
• If the Client does not pay the Fees in accordance with the Contract, ROB may in its discretion:
  
  • charge interest on the late Fees of 5% above the cash rate issued by the Australian Federal Reserve, calculated daily;
  • postpone the provision of the Work by the Contractor until the Fees are paid;
  • if the Fees are more than 30 days overdue, then register a PPSR security over the Client for the unpaid Fees and interest;
  • exercise a lien over any passwords and intellectual property of the Client that is held by ROB or the Contractor until all Fees and interest are paid to ROB.
• The Client agrees to pay the Fees in the currency noted in the Commercial Proposal, to ROB’s required bank account.

• The Client agrees not to Directly Engage the Contractor.
  
• If the Client does Directly Engage the Contractor, then the Client agrees to pay ROB 6 months’ Fees to buyout the engagement of the Contractor, which the client agrees is the reasonable estimate of the actual losses to ROB for the loss of the Contractor to ROB.
  

• The Client acknowledges that the Contractor may not be exclusively available to the Client if the Client engages the Contractor for less than 8 hours per day.
  
• The Client agrees to:
  
  • put the Contractor on a roster of reasonable predictability, keep to that roster and to notify that roster to ROB;
  • engage the Contractor for shifts or daily periods of at least 4 hours but no more than 8 hours;
  • allow the Contractor to take holidays when reasonable to do so.
• The Client agrees to provide the Contractor with a safe workplace including to avoid and minimise overwork, stress, bullying or harassment to the Contractor.

• The Client acknowledges that ROB will not ensure that the Contractor has adequate computer network capability, hardware and software to do the Work.
  
• While the Client has paid ROB all amounts due under the Contract, ROB indemnifies the Client against all losses, costs and expenses connected to, all payments and benefits due to the Contractor connected to provision of the Work, including:
  
  • wages, fees and costs, reimbursements and bonuses;
  • PAYG, superannuation and workcover premiums;
  • allowances and compliance with any industrial award or employment standards such as long service lease, annual and personal leave; and
  • payroll tax and GST.

• Each party agrees with the other that all information that each party learns about the other is confidential, and must not be disclosed to anyone unless that information is inthe public domain, save for information in the public domain only due to a party’s breach of this clause.
  
• ROB agrees to bind the Contractors to similar terms of confidentiality as a condition of providing services to ROB and the Client.
  
• The Client acknowledges that because ROB is not vicariously liable for the acts and omissions of the Contractor under the Contract.
  
  • the Client engages ROB to be able to use the Contractor to write and invent code and IT products and what the Contractor does with that knowledge and information cannot be controlled by ROB, is not controlled by ROB and any damages that flow to the Client are not insured by ROB; and
  • the Client waives all rights against ROB and contracts with ROB on the basis of having no claim against ROB for any damages or loss connected to any breach of confidentiality by the Contractor.

11. GENERAL

• ROB may unilaterally vary the terms and conditions of the Contract by written notice to the Client, at which time the amended terms and conditions and the terms and conditions of the Contract.
• The Contract is governed by the laws of Queensland and each party submits to be non-exclusive jurisdiction of the courts having jurisdiction in Queensland.
• Each party pays their own costs connected with the negotiation, preparation and execution of the Contract.
• Each party agrees to sign any agreement or do any acts reasonably necessary to give effect to the Contract.
• Any notice under the Contract can be validly given to a party by letter, email or text message to the person who has acted as representative of the party in the negotiation and performance of the Contract.