Master Subscription Agreement

1. Definitions

Ad Hoc Services mean the provision of additional services that are not specified as Services.
Agreement means the Order Form and the Master Subscription Agreement including any annexure.
Converted Lead means a Unique Lead which signs with BruntWork for 173 hours of full time work each month.
Fees means the fees specified in any signed Order Form governed by this Master Subscription Agreement.
Introduction means an email with contact details of a Lead.
Lead means a potential client introduced by the Referrer to BruntWork via email provided the Referrer does not own shares, or is not a director, employee or agent of a Lead.
Overtime Hours mean work undertaken as part of the Services outside the hours specified in an Order.
Services means the provision of any or all of the services specified in any signed Order Forms governed by this Master Subscription Agreement, or as agreed in writing between you and BW from time to time.
Staff Absenteeism means when staff do not make themselves available for work for any reason including sickness, unforeseen events, technical issues or unpaid leave.
Unique Lead means a Lead which is not known to BruntWork prior to the Introduction.
Valid Termination means completing the termination form provided to you by your Client Services Manager.
Work Schedule means the hours specified for work in the order form.

1.2. Interpretation

In this Agreement:

(a) references to a person include an individual, form or a body, whether incorporated or unincorporated;

(b) clause headings are for references only and shall not form part of this Agreement nor used in the interpretation of this Agreement;

(c) if the time of doing an act or thing under this Agreement falls on a day which is not a Business Day, then the time of doing that act or thing shall be deemed to be the next Business Day;

(d) words in the singular include the plural and vice versa in accordance with the context of which that word is used;

(e) words importing a gender include other genders;

(f) a reference to a clause is a reference to a clause in this Agreement;

(g) a reference to any of the words ‘include’, ‘includes’ and ‘including’ is to be read as if followed by the words “without limitation”;

(h) a reference to a statute, ordinance, code or law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them;

(i) a reference to any party include that party’s executors, administrators, substitutes, successors and permitted assigns; and

(j) each party has participated in the negotiating and drafting of this document and in the event of ambiguity or a question of interpretation arising, this Agreement is to be construed as if the Agreement was drafted jointly.

2. Services

BruntWork will provide the Services on behalf of you subject to the other terms and limitations in this Agreement and you agree that we will be remunerated based on the Fees specified below plus approved disbursements.

3. Fees and Security Deposit

(a) We will charge you the Fees at the end of each calendar month for the Services on the terms specified in each signed Order Form.

(b) We will only provide the Services as long as all invoices are fully paid by their due date, including any Security Deposits or approved third party expenses and disbursements incurred by BW to provide the Services.

(c) If required, you will pay third party costs, such as software, telephony and other subscriptions, to carry out the Services directly with the relevant third party, and if you request (and we agree) to hire local staff in Australia you will indemnify us from any costs arising from such arrangement to the fullest extent permitted by law.

(d) Security Deposits specified in each Order will be invoiced on the Effective Date of the Order and are payable within 7 days.

(e) Security Deposits paid will be refunded in full to you within 30 days of the valid termination or expiry of the Services.

(f) Security Deposits can be set off against Fees owed to Bruntwork after 30 days from termination or expiry of the Services, if such Fees remain unpaid by you.

(g) If you require Services outside the hours specified in an Order, we will charge a 10% loading on the hours worked.

(h) If we partly deliver the Services we will credit to you the difference between the part delivered Services and the Services on a pro rata basis.

(i) If you require additional Ad Hoc Services, including Overtime Hours, that are not specified in a signed Order, you must make a request with reasonable notice to your Client Service Manager or authorised BW officer, approving the provision of the Ad Hoc Services.

(j)Ad Hoc services, including Overtime Hours, will be charged to you at the relevant rate specified in paragraph 6 in the next monthly invoice.

If you want to replace staff assigned to your account, we require 3 days notice.
If you have a team of more than 10 full time staff with BruntWork, you will top up Security Deposits by 1 month for every year that the Services are provided to you, if those Services require a Deposit to be paid in the Order Form.

4. Obligations

You agree to

(a) Promptly respond to all reasonable requests from BruntWork to enable us to deliver the Service;

(b) Confirm all communications in writing

(d) Ensure that any and all work done by our employees is legal in any jurisdiction in which you operate;

(e) Pay our Fees on time and in full.

(f) We shall be responsible for the delivery of the Service.

5. Term and Termination

You can terminate this Agreement:

(a) if you do not intend to employ Staff directly or indirectly through another service provider or other entity or mechanism, at any time by giving BruntWork 30 days written notice;

(b) if you intend to employ our Staff directly or indirectly through another service provider or another entity or mechanism, after termination, at any time by giving BruntWork 90 days written notice.

(c) In the event You terminate the Agreement pursuant to sub-clause 5(a) or the Agreement is terminated by BruntWork pursuant to the termination provisions set out in this Agreement, You agree:

(i) that BruntWork may continue to employ the Staff; and

(ii) that You will not in any way solicit the our Staff for the purposes of direct employment with You or employment through another service provider or other entity or mechanism for a period of 12 months from the termination date.

(d) You acknowledge your Security Deposit may be used to offset amounts owed to us according to clause 5 (a).

(e) Your termination is a Valid Termination defined above.

Upon termination of this Agreement, clauses 7 and 8 survive termination of this Agreement. The expiry or termination of this Agreement will not affect the accrued rights of the parties including any amounts owed by you to us.

6. Confidential Information & Intellectual Property

(a) The parties and their staff and contractors may have access to financial or marketing information, trade secrets and know-how which is in relation to, developed by or on behalf of the other party, which information is not in the public domain, confidential or proprietary whether or not identified as such (Information). Each party agrees to keep the other party’s Information confidential and not to disclose the other party’s Information to third parties without prior written consent.

(b) The obligations of confidentiality set out in this clause do not extend to information that is in the receiving party’s possession, is public knowledge or is required by law to be disclosed. The obligations in this paragraph survive termination of this agreement.

7. Indemnity and Release

You indemnify BruntWork and their respective directors (Indemnified Parties) and agree to hold the Indemnified Parties harmless from and against:

(a) All actions, claims, demands or proceedings which may be instituted against, and

(b) All liabilities, losses, damages, costs and expenses (including reasonable legal costs and expenses) which may be suffered or incurred by, any member of the Indemnified Parties in connection with or arising out of this engagement. BruntWork receives the benefit of this clause for itself and as agent for each of the other Indemnified Parties. The indemnity and other rights and obligations in this clause extend to the maximum extent permitted by law and remain in full force and effect not withstanding termination for whatever cause of this engagement.

(c) You expressly understand and agree that BruntWork and its Personnel shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by the you, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.

(d) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

(e) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.

8. Governing Law

This engagement is governed by and constructed in accordance with the laws of New South Wales. Both parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in, or the courts of appeal of New South Wales

9. Severability

(a) Any provision of this Agreement will be read down to the extent necessary to prevent that provision or this Agreement being invalid, voidable or unenforceable in the circumstances.

(b) If despite this clause, a provision of this Agreement is still invalid or voidable;

1. If the provision would not be invalid or voidable if a word or words were omitted, that word or those words will be deleted; and
2. In any other case, the whole provision will be deleted and the remainder of this Agreement will continue to have full force and effect.

10. Assignment

Either party may assign their rights under this Agreement to any bodies corporate, assigns or successors following prior written advice to the other party.

11. Relationship

The relationship between the parties is one of independent contractors. No party nor their employees or agents has the authority to bind the other party by contract or otherwise.

12. Waiver

(a) A waiver by party of a provision or of a right under this Agreement is binding upon the party granting the waiver if it is emailed by an authorised representative of either party.

(b) A waiver is effective only in the specific instance and for the specific purpose for which it is given.

13. Computers & Equipment

You authorise Bruntwork employees and contractors to use personal computers, personal mobile devices, and home internet services to provide the Service. Minimum specifications are governed by our IT Policy.