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Terms & Conditions

AGREEMENT OF STANDARD TERMS AND CONDITIONS OF BUSINESS

GENERAL

1. The following Agreement outlines the standard terms and conditions of business (“Standard Terms”) in full effect between DIGITAL FUEL Ltd ABN 50 165 308 467 (“DIGITAL FUEL”) and any Client. This Agreement supersedes any other Agreement previously supplied to the Client by DIGITAL FUEL.
2. These Standard Terms relate to DIGITAL FUEL providing Contract, Temporary, Part-time or Permanent Recruitment services in return for a recruitment fee or fees from any Client once a Client engages the services of a person(s) or Candidate introduced to the Client pursuant to clause 5.
3. A Client (“CLIENT”) means any person, partnership, company or other body with whom DIGITAL FUEL deals in relation to the provision of Recruitment or Professional Services.
4. The CLIENT accepts these Standard Terms by returning a signed copy to DIGITAL FUEL or by continuing to engage in any Recruitment or Professional Services activity with DIGITAL FUEL after receiving these Standard Terms.
5. A Candidate (“CANDIDATE”) means any person introduced to the CLIENT by DIGITAL FUEL with a view to being engaged on a Contract, Temporary, Part-time or Permanent basis by the CLIENT. A CANDIDATE introduction can be written, verbal, digital or otherwise and is deemed as a valid introduction as long as the representation of the CANDIDATE’S details is sufficient to identify the CANDIDATE to the CLIENT.
6. A CANDIDATE is deemed to be introduced to the CLIENT by the COMPANY regardless of whether that person is known previously to the CLIENT, or if the CANDIDATE applies directly or indirectly to the CLIENT for a period of 6 months after the initial introduction by the COMPANY to the CLIENT of the CANDIDATE pursuant to clause 5.
7. DIGITAL FUEL reserves the right to use third party partners and organisations for the purpose of providing Recruitment services or ancillary Recruitment services to the CLIENT. These services include but are not limited to payroll, insurance, sponsorship, employment and visa services.
8. It is the sole decision of the CLIENT to engage the CANDIDATE. DIGITAL FUEL makes no warranties or guarantees as to the competence, qualification or character of the CANDIDATE; and accepts no liability whatsoever for the willful or other actions or inactions of any CANDIDATE before during or after introduction to, or engagement with, the CLIENT.
9. The CLIENT is solely responsible for ensuring any CANDIDATE is made aware of, and complies with, all CLIENT procedures and policies. Also while the CANDIDATE is engaged by the CLIENT, the CLIENT is solely responsible for ensuring any CANDIDATE is made aware of, and complies with, all statutory policies and practices including, but not limited to, Occupational Health and Safety, Anti-Discrimination and Sexual Harassment policies and procedures.
10. Any previous introduction of any CANDIDATE to the CLIENT through another consultancy will be disregarded for the purposes of this agreement if the CANDIDATE confirms in writing to DIGITAL FUEL that he or she wishes to proceed with their application through DIGITAL FUEL.
11. The CLIENT agrees to keep confidential the identity and any information relating to any CANDIDATE, and these Standard Terms and any variation to it.
12. The laws of New South Wales govern this Agreement. Each party unconditionally submits to
the courts of New South Wales for determining any dispute concerning this Agreement.
13. Variations to this agreement must be agreed by the CLIENT and DIGITAL FUEL in writing. Should any Standard Terms or agreed variations to the Standard Terms not be complied with, DIGITAL FUEL reserves the right to enforce the full effect of the Standard Terms. 14. By signing this Agreement or continuing to instruct DIGITAL FUEL the CLIENT and DIGITAL FUEL agree to be bound by the content of this Agreement in full.
15. If any part of this Agreement is void or unenforceable in any jurisdiction, then for the
purposes of that jurisdiction:
(i) if possible, that part is to be read down so as to be valid and enforceable; or
(ii) if (i) is not possible, and that part does not go to the essence of this Agreement, that part will be severed from this Agreement and the rest of this Agreement will continue to have full force and effect.

TEMPORARY AND CONTRACT RECRUITMENT SERVICES

16. Pursuant to clause 5, Temporary and Contract CANDIDATES engaged for work or tasks by the CLIENT as a result of an introduction by DIGITAL FUEL will be invoiced to the CLIENT calculated on an hourly, and sometimes daily or other, basis. These invoices will be raised to the CLIENT on a weekly basis, and payment terms are strictly 14 days from date of invoice.
17. The hourly or daily rate or other rate charged to the CLIENT will be agreed at an amount jointly between the CLIENT and DIGITAL FUEL prior to the CANDIDATE beginning an engagement with, or on behalf of, the CLIENT. This amount will be confirmed by DIGITAL FUEL and the client in a contract or written or other communication. Any changes to the chargeable rate amount or terms of engagement must be agreed by all parties in writing. Standard notice periods for Temporary and Contract CANDIDATES is 4 weeks unless otherwise agreed in writing.
18. The invoice amount will include all statutory and non-statutory costs, superannuation, margin, and insurance covers. No other costs or charges shall be levied to the CLIENT with respect to the provision of CANDIDATES without prior agreement from the CLIENT.
19. Invoices are raised, validated and payable in full by the CLIENT to DIGITAL FUEL upon DIGITAL FUEL receiving a timesheet or communication detailing the times worked by the CANDIDATE, which is signed or verified by the CLIENT, or on behalf of the CLIENT.
20. Irrespective of tenure clauses 16 through 24 will remain in effect for the duration of any engagement of a DIGITAL FUEL represented CANDIDATE continuing work for, or on behalf of, the CLIENT. Notice periods are standard at 4 weeks for all parties at any time during an engagement unless agreed otherwise by all parties in writing.
21. In the event a Temporary or Contract CANDIDATE is offered and accepts any Permanent or Part-time position with the CLIENT or any Associated Person or Firm of the CLIENT, DIGITAL FUEL will invoice a fee payable by the CLIENT to DIGITAL FUEL pursuant to the fee structures and conditions set out in clause 26. An Associated Person or Firm includes any person who is associated with another person within the meaning Part 1.2, Division 2 of the Corporations Act 2001 and includes, without limitation, any person or firm which is associated with another person or firm (“Associated Person or Firm”).
22. In the event a Temporary or Contract CANDIDATE is offered and accepts a Temporary or Contract position with an Associated Person or Firm of the CLIENT, the CLIENT is responsible for ensuring DIGITAL FUEL is fully validated to invoice the Associated Person or Firm as per these Standard Terms where the Associated Person or Firm becomes the CLIENT of DIGITAL FUEL.
23. No guarantee period or free replacement service or credits will apply to Temporary or Contract CANDIDATES, including those subsequently engaged on any Permanent basis with a CLIENT or Associated Person or Firm.
24. If a CLIENT or Associated Person or Firm directly or indirectly reengages a Temporary or Contract CANDIDATE within 12 months of the date of departure of the CANDIDATE from the engagement through DIGITAL FUEL, DIGITAL FUEL will apply fees as per clause 26 calculated at an annualised amount of the CANDIDATE’S most recent pay amount while under engagement through DIGITAL FUEL at the CLIENT.

PERMANENT AND PART-TIME RECRUITMENT SERVICES

25. Pursuant to clause 5 and 6, Permanent and Part-time CANDIDATES engaged by any CLIENT in the immediate 6 months after an introduction by DIGITAL FUEL of that CANDIDATE to the CLIENT, will result in an invoice payable by the CLIENT pursuant to clause 26 on the earlier of; any Contracts being signed between the CANDIDATE and CLIENT or the Start Date of the CANDIDATE’S employment or engagement with the CLIENT. The Start Date is defined as the earliest of the following:
(i) the day the CANDIDATE begins work for or on behalf of the CLIENT;
(ii) the day the CANDIDATE begins any training, induction, or attends any seminars or conference for or on behalf of the CLIENT;
(iii) the CANDIDATE’S first formal day on site at the CLIENT’S premises or at any other premises on behalf of the CLIENT for which the CANDIDATE will receive reward.
26. Fee Structure. The fee payable to DIGITAL FUEL by the CLIENT will be calculated on the aggregate of the gross amount of any fixed annual salary, car allowance, pensions/superannuation payments, guaranteed bonus, relocation payments, which form part of the Total Remuneration Package (“TRP”) actually receivable by the CANDIDATE in the first year of any engagement by the
CLIENT.\ TRP FEE
AUD$0 – $49,999 15% + GST
AUD$50,000 – $99,999 18% + GST
AUD$100,000 and above 20% + GST
Executive Search 30% + GST
27. Pursuant to clauses 25 and 26, DIGITAL FUEL invoices are raised to the CLIENT on the earlier of either the Contract signature date or the Start Date and are payable in full within 14 days of the invoice date.
28. Part-time positions will attract a fee based on TRP and calculated as if the position were a full time Permanent position. For the purposes of this calculation, this means 38 hours per week and 52 weeks per annum. The Recruitment service required to place a Part-time position is deemed to be equivalent to the service required by a full time Permanent position.
29. If 80% or more of an engaged CANDIDATE’S TRP consists of commissions then the CLIENT must pay to DIGITAL FUEL a minimum fee of $10,000 + GST.

Consultant Terms

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at hello@digitalfuel.com.au.
These Terms and Conditions govern your relationship with Digital Fuel Marketing Limited (ACN: 50 165 308 467) (“Digital Fuel,” “us” or “we”), any related bodies corporate of Digital Fuel Marketing Limited, as well as Clients of Digital Fuel, your use of the Digital Fuel website (the “Site”) and the services provided by Digital Fuel.
The words “you” or “Consultant” in these Terms and Conditions and the Site means the person or the entity Digital Fuel is contracting with as registered with Digital Fuel, being:
a. in Australia, the holder of the ABN provided to Digital Fuel at registration or the person otherwise identifiable by name and contact details; or
b. where the person or entity is not in Australia, the person registered with Digital Fuel or in the case of an entity, the entity holding the company registration number (or equivalent) in the relevant jurisdiction as provided to Digital Fuel at registration, or otherwise identifiable by name and contact details.
If you are registering with Digital Fuel or accepting a Consultation on behalf of a business, that business is taken to have accepted these Terms and Conditions and you are taken to have been duly authorised to bind the business.
Digital Fuel may amend, update or change the Site including these Terms and Conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these Terms and Conditions for changes. These are the current Terms and Conditions of use and replace any other terms and conditions of use previously published for this Site.
Please read our Privacy Policy for an explanation of Digital Fuel’s practices regarding the collection, use, and storage of your information. By using the Site, registering your interest or contacting Digital Fuel, you consent to Digital Fuel handling and processing your information as described in the Privacy Policy.

Overview and Services

Digital Fuel provides industry practitioners with the opportunity to register as a Digital Fuel Consultant (see meaning of “Consultant” above) and provide paid consulting services to Digital Fuel Clients (“Client(s)”). These consulting services may include telephone consultations, conference calls, face-to-face meetings, project work, speaking engagements, or other research, consulting or advisory services (“Consultation”).
Digital Fuel facilitates the interaction between Consultants and Clients (“Services”). You understand that we are not a party to and will not have any liability with respect to the Consultations or service arrangements as between you and the Client.
Where you are introduced to a Client by Digital Fuel and you take up employment or another type of engagement with the Client, refer to “Introductions and Non-solicitation” below.
Any terms you enter into with the Client of Digital Fuel in relation to the work to be provided will be binding on you and the Client. Any terms which attempt to alter or modify these Terms and Conditions must be agreed by Digital Fuel in writing?

Joining as an Consultant

You will have joined upon verifying your account, completing the platform registration and agreeing to these Terms & Conditions. Applying to join via our website does not constitute membership of Digital Fuel.
You can participate in our Services only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you are qualified and have obtained any necessary approvals. By joining Digital Fuel, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals.

Assignment, Acceptance and Scope of Consultations

You are free to accept or decline any Consultations, provided however, that you may accept only those Consultations:
a. that do not present a conflict of interest;
b. that relate to matters that you are permitted to discuss, under applicable law and any obligations you may owe to another party (including contractual, employment, or otherwise) and
c. that relate to topics about which you are knowledgeable.
You are expected to accept or decline a Consultation within two (2) business days and to adhere to the schedule you establish with us regarding the delivery of the Consultation.
Digital Fuel makes no representation regarding the frequency, quantity, or type of invitations to Consultations you will receive or in which you will be chosen to participate.
You may not subcontract or engage any other person to perform Consultations without Digital Fuel’s prior written consent.

Payments for Services

Fees

Each Consultant is free to negotiate their own hourly, daily or such other rates with Clients. The rates payable to the Consultant in respect of a Consultation must be disclosed and agreed between the Consultant and the Client (“Fees”) prior to commencement of the Consultation. In determining and agreeing the Fees, the Consultant should take into account any amounts to be deducted from the Fees prior to payment to the Consultant under these Terms and Conditions and/or the Digital Fuel Pricing and Payment Procedures and/or as agreed with Digital Fuel.
The amount payable to Digital Fuel in respect of the Services (“Service Fee”) is the amount agreed in writing between you and Digital Fuel in accordance with the Digital Fuel Pricing and Payment Procedures and/or as agreed with Digital Fuel. The Service Fee and any GST payable in respect to the Service Fee or which Digital Fuel is required to pay will be deducted from the Fees by Digital Fuel before payment to the Consultant.
Digital Fuel will be entitled to deduct the Service Fee from the Fees paid by a Client in respect of any Consultations introduced by Digital Fuel, regardless of whether you had a previous relationship with the Digital Fuel Client.
Unless you have received prior written agreement from the Client, and provided that written agreement in advance to Digital Fuel, you will only be paid for the time you spend interacting with Clients on Consultations at the agreed rate and you will not be paid for preparation time, wait time or time set aside if a Consultation with a Client does not occur.
In addition, Digital Fuel will pay you only for Consultations with Clients that are either facilitated by Digital Fuel, through its systems, or pre-approved in writing by Digital Fuel.

Invoicing and method of payment

a. In order to receive payment, the Consultant must log into the secure platform on Digital Fuel’s Site and ensure its business details, accounts and payment settings are up-to-date and complete.
b. The Consultant must submit a payment claim via the Digital Fuel Site in accordance with Digital Fuel’s Pricing and Payments Procedures, or at such other times as agreed with Digital Fuel and the Client.
c. Invoices submitted after 90 days of completion of the relevant Services, without Digital Fuel’s consent, will not be accepted and will not be paid.
d. Digital Fuel shall submit the payment claim to the Client for approval by email and via the Digital Fuel platform within two (2) business days of the Consultant submitting a valid payment claim in accordance with the Digital Fuel Pricing and Payment Procedures and other requirements requested by the Client (timesheets, expense receipts etc.).
i. If the Client does not either approve or dispute the payment claim within five (5) business days from the date Digital Fuel emails the payment claim to the Client, the payment claim will be deemed to have been approved by the Client.
ii. If the Client disputes the payment claim, you will liaise with the Client and based on such liaison, you will provide an amended payment claim.
e. Within one (1) business day of:
i. approval (or deemed approval) of the payment claim by the Client; or
ii. receipt of an amended payment claim under paragraph (d)(ii) above, Digital Fuel will provide the Client with a tax invoice in the amount of the approved (or amended) payment claim such amount being payable within five (5) business days of the date of issue of the tax invoice, unless otherwise agreed.
f. Within 10 business days of the date that the tax invoice is submitted to the Client and after the Client has transferred funds to Digital Fuel, Digital Fuel will pay the Consultant the amount of the approved (or amended) payment claim after deduction of the Service Fee, GST and other amounts Digital Fuel is entitled to deduct under these terms and the Digital Fuel Pricing & Payments Procedures.
Invoicing and payments by Digital Fuel will (where possible) be on the basis of Digital Fuel acting as the intermediary that facilitated the supply to the Client of the Consultations by the Consultant and that facilitated the acquisition by the Client of the Consultations from the Consultant in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999. The Consultant will not invoice the Client directly.

Taxes and Duties

All amounts payable under these terms and conditions are exclusive of any GST or other taxes (other than income tax) which Digital Fuel is required to pay in respect to the Fees.
If required by any applicable tax law, Digital Fuel shall withhold and remit the amount of any tax from payments owed to the Consultant. Upon payment of any such amount to the appropriate government entity or agency Digital Fuel shall have no obligation to pay such amount to the Consultant.
The Consultant will be responsible for and pay (or cause to be paid) when due all taxes for which the Consultant is liable in relation to the performance of the Consultation.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information overseas.
Authorised Users and Logins
Only you and your designees, if any (“Authorised Users”), who have been issued a user identification and password (“Login”) by us shall be permitted to access and use the Site and/or the Services. You shall procure that all Authorised Users shall be subject to the terms of these Terms and Conditions. You shall be responsible for any breach of these Terms and Conditions by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud).
You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, “Account Information”). You and your designees agree to not disclose your Account Information to anyone else, and to not use anyone else’s Account Information.
You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.
You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.

Consultant Conduct

You must act with the utmost professionalism and courtesy in your dealings with Clients and with Digital Fuel.
As an Consultant, you agree to the following:

Conflicts

You represent and warrant that your use of Digital Fuel is not and will not be in breach of any express or implied terms of any contract or of any other obligation legally binding upon you. You will not use Digital Fuel in any way that gives rise to any such breach or presents a conflict of interest. You will also comply with all ethical standards to which you are subject.
Material Non-Public Information
You will not use Digital Fuel to solicit, disclose or misappropriate any material non-public information within the meaning of United States securities laws or the laws of any other country.

Confidentiality

You will not disclose to any Client, to any other Consultant, or to Digital Fuel any third-party’s confidential information in violation of any duty or contract right.
You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission.
Where the Consultant is legally required to disclose the Confidential Information, the Consultant shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
Confidential Information means any documents or information created, received or obtained by the Consultant from or on behalf of the Client, Digital Fuel or any other party in respect of any Consultation, their employees, agents,contractors and representatives. In relation to Digital Fuel, it also includes all non-public information pertaining to Digital Fuel’s business (including, without limitation, our pricing information, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.
The Consultant must notify Digital Fuel immediately upon becoming aware of a suspected or actual breach of this obligation.
Digital Fuel’s Services provide you with the ability to disclose certain information about yourself to Clients; it is solely your responsibility to decide whether to disclose such information and the manner of disclosure appropriate for your purposes.

False and misleading information

You agree that you will not provide any false or misleading information or information which may mislead or deceive Digital Fuel, its Clients, or any other party in respect of any Consultation.
You further agree not to provide any financial or investment advice to any Digital Fuel Client, including, without limitation, any ratings or securities recommendations, unless you hold all necessary qualifications and you have agreed in writing with the Client.

Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Digital Fuel as soon as possible after any changes.
Further information on Digital Fuel’s Policies and Guidelines may be found on our website at DigitalFuelRecruitment.com (as amended from time to time).

Compliance with Client Requirements

In performing any Consultation for the Client, the Consultant must:
use a high standard of care and skill to be expected of a consultant who regularly acts on projects or engagements like and at least as sophisticated as the subject
matter of the Consultation;
make all necessary enquiries of the Client to ascertain the Client’s requirements and objectives, including in relation to the Client’s requirements in relation to the Consultant Content intellectual property;
inform the Client of any matter which may cause any budget or estimate of Fees to be revised;
comply with any Client policy, direction, instruction, brief, program, or schedule;
any applicable laws;
place any required or commercially appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation; and
not subcontract or engage any person other than the Consultant to perform the Consultation without Digital Fuel’s and the Client’s prior written approval.

User Content

You are solely responsible for any content (including for example, written text, tags, data files) you add to your account (“User Content”). User Content includes, without limitation, all content you post or send on our Site, including any blog on our Site or any social media sites maintained or operated by us (for example LinkedIn, Facebook, Twitter etc). Under no circumstances whatsoever shall Digital Fuel be liable to you or to any other person or entity for your participation in, or use of, our Site. Digital Fuel has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Digital Fuel, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise from your User Content.

Independent Contractor

Any work performed on a Consultation facilitated through Digital Fuel shall be performed as an independent contractor, and you are not and shall not be deemed to be an employee or agent of Digital Fuel or of any Client. You shall not be entitled to any benefits provided by Digital Fuel to its employees, and Digital Fuel will not make deductions from any of the payments due to you for tax, social security or similar purposes except if required by law.
Introductions and Non-Solicitation
In these Terms and Conditions “Consultation Opportunity” means the initial identification of an opportunity to you by Digital Fuel, and any further opportunity with a Client or arising (directly or indirectly from) your access to the Site, our Services or any existing Consultation.

Introduction

Where, as a result of you accessing or using the Site or Services, Digital Fuel introduces you to a Client or causes you to be introduced to a Client or another party, and in respect of that introduction:
a. you are employed under any contract of employment with the Consultant (regardless of the type of employment for example., casual, part-time, fixed or maximum term, permanent or part-time); or
b. you or your company are contracted or retained by the Client as a supplier of services which would not otherwise fall within the scope of a Consultation;
Digital Fuel shall be paid the Introduction Fee as provided in the Introduction Fee policy or otherwise, such an amount as agreed in writing.
This paragraph applies in Australia and any other overseas location where Consultants and Clients of Digital Fuel are located.

Non-solicitation

a. You shall only use the Services that Digital Fuel provides in order to interact in a professional or commercial capacity with the Clients.
b. Unless Digital Fuel has otherwise agreed with you in writing, for so long as you are an Consultant registered with Digital Fuel, and for one year after the later of the termination of your membership with Digital Fuel or the termination of any Consultation, you must not approach, solicit, induce, entice, offer to perform services, be employed by, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by Digital Fuel, in any other way other than through the Services.
c. Where the Consultant performs or purports to perform Services or is engaged by the Client for reward in breach of these Terms and Conditions, Digital Fuel shall be entitled to a finder’s fee as determined by Digital Fuel.
d. Where Digital Fuel introduces you to a Consultation Opportunity with a Client with whom you previously had a relationship, you agree to use only the Services that Digital Fuel provides in relation to that Consultation Opportunity.
This paragraph applies in Australia and any other overseas location where Consultants and Clients of Digital Fuel are located.
With the global nature of the Services and the high calibre of Consultation Opportunities and Consultants, the Consultant accepts and acknowledges this paragraph to be reasonable in every respect. Further, Digital Fuel need not suffer or prove any demonstrated loss before enforcing the rights under this paragraph.

Intellectual Property

Some of the Consultations will allow or require the Consultant to provide deliverables or content to the Client (“Consultant Content”).
Unless otherwise agreed between the Consultant and the Client, the Consultant retains ownership of all intellectual property rights in the Consultant Content.
In the absence of any specific agreement between the Consultant and the Client, the Consultant will grant such rights to the Client in relation to the intellectual property in the Consultant Content as necessary to enable the Client to receive the benefit of the Consultation.
Digital Fuel is not responsible for any Consultant or Client’s use of or misappropriation of any intellectual property rights during the course of the Services. Any agreements or disputes regarding intellectual property rights in Consultant Content shall be between the Consultant and the Client.
Blog, Digital Fuel social media and marketing materials
The Consultant may post, upload or share articles, opinions, comments or any other information or content created by the Consultant, on the Digital Fuel Site, blog, other social media sites and marketing materials maintained or operated by Digital Fuel including the Digital Fuel LinkedIn or Facebook pages (Posted Content).
By posting or using the Digital Fuel Site, blog, other social media sites or marketing materials maintained or operated by Digital Fuel, the Consultant:
a. agrees to any terms and conditions of use applicable to the site or social media sites; and
b. retains ownership of all intellectual property rights in the Posted Content, but grants to Digital Fuel a royalty free, worldwide licence to use the content for its operational, business or marketing purposes, including the right to reproduce, amend, modify or change the Posted Content; and
c. warrants and represents that:
i. the Consultant owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Consultant is not the author);
ii. the Posted Content has not otherwise been published on any other site or publication unless it passes a unique copy test of not more than 15% overlap with what is being published on the Digital Fuel blog;
iii. the Consultant will not infringe any third party’s intellectual property rights in the Posted Content;
iv. where the Consultant posts, uploads or shares the Posted Content on any other third party’s site, the Consultant will reference the Posted Content as “First posted on Digital Fuel”.
The Consultant will obtain any necessary consents or waivers from any individual who has any moral rights in any Posted Content or intellectual property licensed to Digital Fuel, to permit the sue and enjoyment of the Posted Content without any limitation arising out of the moral rights of that person.
Digital Fuel may elect not to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Consultant.
This clause “Blog, Digital Fuel social media and marketing materials” survives termination of these terms and conditions.

Indemnification

You agree to indemnify, defend and hold harmless, Digital Fuel and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys’ fees and court costs) which are, arise out of or relate to:
a. any taxes assessed to Digital Fuel (including any payroll tax, but not any income tax) or superannuation contribution obligations arising from the supply of the Consultations by the Consultant to the Client or the Fees paid for those supplies;
b. any act or omission (including negligent acts or omissions) of the Consultant in the performance or purported performance of any Consultation;
c. any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
d. wilful misconduct or gross negligence in your performance of consulting services hereunder; or
e. your breach of these Terms and Conditions, including, without limitation, any use of the Services that violates third party rights or applicable law; or
f. any activity which you engage on or through Digital Fuel.
This indemnity will survive termination of these Terms and Conditions.
Warranty Disclaimer; Limitation of Liability
You use the services solely at your own risk. The services are provided on an “as is” and “as available” basis. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our services or verify the identity of our users. To the fullest extent permitted by law, we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
Notwithstanding anything to the contrary in this agreement and to the maximum extent permitted by law:
a. Digital Fuel’s liability, whether under statute, tort, equity or contract, arising from or in connection with the Services is limited in the aggregate to the lower of the Fee paid by you to Digital Fuel in the most recent 30 day period or $1000.
b. Digital Fuel is not liable to the Consultant in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, lost time or good will, howsoever arising, whether in contract, tort (including negligence), strict liability or otherwise.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales.

Dispute Resolution

If a dispute arises out of or relating to these Terms and Conditions the relevant parties shall attempt to resolve the matter by mediation before litigation.
Unless otherwise agreed between the Consultant and Client, if a dispute arises in relation to the Consultation, the Consultant shall attempt to resolve that dispute with the Client, by mediation between before litigation.
Nothing in this paragraph limits the rights of Digital Fuel to seek or obtain urgent interlocutory or interim relief.
Termination and Suspension
Digital Fuel or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to Digital Fuel.
Digital Fuel reserves the right to suspend your profile or cancel your registration as an Consultant, at any time, on Digital Fuel forming the view in its absolute discretion that Digital Fuel’s brand, operations (including the Site, any blogs or membership) or business (including its Client’s, partners or affiliates) may be adversely affected or harmed as a result of your continued registration as an Consultant.
Assignment and Subcontracting
The Consultant must not subcontract, transfer or assign these Terms and Conditions (or the benefit of the relationship with Digital Fuel) without Digital Fuel’s prior written consent.
Digital Fuel may at any time novate, assign, transfer, mortgage, charge or deal in any other way with these Terms and Conditions (or part thereof) or grant or confer the benefit of any right arising under these Terms and Conditions.

Severability

If a particular term of these Terms and Conditions is not enforceable, it should be modified so as to be enforceable, but regardless will not affect any other terms. Our failure to act upon a breach of this Agreement does not mean we waive any rights that we may have.

Miscellaneous

Any translation of these Terms and Conditions or our other documentation is provided for your convenience only and the English version will govern.
If you are using this Agreement on behalf of a business, that business accepts these terms.
These Terms and Conditions constitute the entire agreement between the Consultant and Digital Fuel with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).
We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: DigitalFuelRecruitment.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Digital Fuel Consultant. If you continue to participate as an Consultant after any modification becomes effective, then your participation will constitute acceptance of such modification.
You represent that you have never been (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign) or a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged.
If you hold a professional license, you represent that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past 5 years.

Client Terms

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at hello@digitalfuel.com.au.
This is a legally binding contract between you and Digital Fuel Marketing Limited (“Digital Fuel,” “us” or “we”) (ACN: 50 165 308 467).
This contract governs your relationship with Digital Fuel and its Experts (the term “Experts” is defined in the ‘Overview and Services’ paragraph below), your use of the Digital Fuel website (the “Site”) and the services provided by Digital Fuel and the Site.
The words “you” or “Client” in these Terms and Conditions and on the Site means:
a. in Australia, the holder of the ABN provided to Digital Fuel at registration; or
b. where the entity is not in Australia, the entity holding the company registration number (or equivalent) in the relevant jurisdiction, as provided to Digital Fuel at registration.
If you are registering with Digital Fuel or posting a brief on behalf of a business, that business is taken to have accepted these terms and conditions and you are taken to have been duly authorised to bind the business.
Digital Fuel may amend, update or change the Site including these terms and conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these terms and conditions for changes. These are the current terms and conditions and replace any other terms and conditions previously published for this Site.
Please read our Privacy Policy for an explanation of Digital Fuel’s practices regarding the collection, use, and storage of your information. By using the Site, registering your interest, posting a brief or contacting Digital Fuel, you consent to Digital Fuel handling and processing your information as described in the Privacy Policy.

Overview and Services

Digital Fuel provides Clients with the opportunity to connect with industry practitioners and Experts who are registered with Digital Fuel (“Expert”) for consulting services and recruitment for short-term or long-term employment arrangements. Consulting services may include telephone consultations, consulting projects, conference calls, face-to-face meetings, project and assignment work, speaking engagements or other deliverables, research or advisory services (a “Consultation”).
Digital Fuel facilitates the interaction between Experts and Clients (“Services”). You understand that we are not a party to and will not have any liability with respect to the Consultations or employment arrangements.
Where you are introduced to a Client by Digital Fuel and you take up employment or another type of engagement with the Client, refer to “Introductions and Non-solicitation” below.
Any terms you enter into with the Expert in relation to the work to be provided will be binding on the Client and the Expert. Any terms which attempt to alter or modify these terms and conditions must be agreed by Digital Fuel in writing.

Joining as a Client

You may join as a Client by completing all required documentation and training, including without limitation that which relates to our compliance framework and procedures.
Set-up and Scope of Consultations
You are free to search, screen, and request Consultations with Experts, via our Site or with the support of our Team, consistent with the Services you have agreed with Digital Fuel.
Experts are free to accept or decline Consultations at their discretion. However, Experts represent that they will only accept Consultations (a) that do not present a conflict of interest; (b) that relate to matters that they are permitted to discuss, under applicable law and any obligations they may owe to another party (including contractual, fiduciary, employment, or otherwise), and; (c) that relate to topics about which they are knowledgeable.
They are expected to accept or decline a Consultation within two (2) business days and to adhere to the schedule they establish with you and Digital Fuel.
You understand that an Expert’s capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Experts.
Experts are requested to not assign Consultations to any other person without your and Digital Fuel’s prior written consent.
The Client shall not procure, entice, solicit or induce or do anything which causes an Expert to breach any other obligations or contract an Expert may owe to another person.

Feedback

We will collect your feedback about Experts to assist improvements to the functioning of our search functionality and Site. We will only use your feedback indirectly and/or publish it anonymously, unless we agree otherwise with you.
Payment for Services

Fees

You are free to negotiate hourly, daily or such other rates with the Expert provided however that the rates payable to the Expert in respect of a Consultation must be disclosed and agreed between the Expert and the Client (“Fees”) prior to commencement of the Consultation.
Digital Fuel will receive a fee in respect of the Services (“Service Fee”) which is the amount agreed in writing between you and Digital Fuel in accordance with the Digital Fuel Pricing & Payments Procedures. The Service Fee and any GST payable in respect to the Service Fee or which Digital Fuel is required to pay will be included (together with the Fees payable in relation to the Consultation) in any tax invoice issued to you by Digital Fuel.
Digital Fuel will be entitled to receive payment for the Service Fee in respect of any Consultations introduced by Digital Fuel, regardless of whether you had a previous relationship with the Expert.
You will be charged for the time that Experts spend in a Consultation as well as reasonable preparation time and expenses, unless otherwise agreed in writing between you, Digital Fuel and the Expert.

Invoicing and method of payment

a. The Expert must submit a payment claim via the Digital Fuel platform in accordance with Digital Fuel’s Pricing and Payments Procedures (or at such other times as agreed with you and Digital Fuel). Digital Fuel shall submit a payment claim to you (in the form of a tax invoice) for approval by email:
i. If you do not either approve or dispute the payment claim within five (5) business days from the date of receipt of the payment claim, the payment claim will be deemed to have been approved by you.
ii. If you dispute the payment claim, you must liaise with the Expert and based on such liaison, the Expert will provide an amended payment claim.
b. Within one (1) business day of:
i. approval (or deemed approval) of the payment claim by the Client; or
ii. receipt of an amended payment claim under paragraph (a)(ii) above, the Client will pay the payment claim, unless otherwise expressly agreed by Digital Fuel in writing.
c. Digital Fuel will pay the Expert the amount of the approved (or amended) payment claim after deduction of the Service Fee, GST and other amounts Digital Fuel is entitled to deduct under these terms, the Digital Fuel Pricing and Payment Procedures and any agreement we have with the Expert.
d. The Client understands and acknowledges that the timing provided in this Payment For Services clause is critical to ensure the timely and smooth provision of Services and is therefore a material term of this Agreement. Where undisputed or approved tax invoices issued by Digital Fuel are not paid in accordance with this Agreement, Digital Fuel may charge Late Payment Fees against any outstanding amount for each day that amount remains unpaid. Late Payment Fees are 5% of the invoice value for every week the amount remains unpaid.
Invoicing and payments by Digital Fuel will (where possible) be on the basis of Digital Fuel acting as the intermediary that facilitated the supply to the Client of the Consultations by the Consultant and that facilitated the acquisition by the Client of the Consultations from the Consultant in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999. The Consultant will not invoice the Client directly.

Taxes and Duties

All amounts payable under these terms and conditions are exclusive of any GST or other taxes (other than income tax) which Digital Fuel is required to pay in respect to the Fees.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information.
Authorised Users and Logins
Only your employees approved by Digital Fuel who have been issued a user identification and password (“Login”) by us shall be “Authorised Users” and permitted to access the Site and/or Services. Unless otherwise agreed in writing, the Site and/or Services may not be used by any Client affiliates, portfolio companies, or other individuals or groups within your company or any third party.
All Authorised Users shall be subject to the terms of this Agreement. You shall be responsible for any breach of this Agreement by any of your Authorised Users and any other persons who gain access to the Site and/or the Services through you or your Logins (except in the case of fraud).
You agree to exercise reasonable care to maintain the security of your Logins and other account information (collectively, “Account Information”). You agree to not disclose your Account Information to anyone else, and to not use anyone else’s Account Information.
You agree to notify us promptly about any unauthorised use of your Account Information or any breach of security of which you become aware.
You agree to provide to us current, complete and accurate information in the course of your using the Site and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.

Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Experts and with Digital Fuel. As a Client, you agree to the following:

Conflicts

You confirm that you shall not knowingly or recklessly use the Services to access Experts who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of. You will neither request nor proceed with any discussion with any such Expert.
Material Non-Public Information
You will not use Digital Fuel to solicit, disclose or misappropriate any material non-public information within the meaning of United States or Australian securities laws or the equivalent laws of any other country or jurisdiction.

Confidentiality

You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission, or in violation of any express or implied duty or contract right.
Confidential Information means any documents or information created, received or obtained by the Client from or on behalf of the Expert, Digital Fuel or any other party in respect of any Consultation. In relation to Digital Fuel, it also includes all non-public information pertaining to Digital Fuel’s business (including, without limitation, our pricing information, the identity or participation of specific Experts, and any content marked confidential) is Confidential Information.
You will hold all Confidential Information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential Information, except as may be required by applicable law or legal process or with applicable consent.
Digital Fuel will not disclose or make available to any third-party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of this contract) or in furtherance of your use of the Services, to enforce this contract or if legally compelled to do so.
Compliance with Law
You agree that you will not at any time use the Services, perform your obligations under this contract (or any agreement with an Expert) in violation of law or in violation of your obligations to third parties.

Non-sales

You agree not to speak with Experts to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, “your products”) to them, or in any manner to encourage or influence Experts to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services.
You further understand and agree that you cannot select particular Experts as a means to compensate them for their past or future use of your products. You hereby represent and warrant to Digital Fuel that in the event you choose to speak with Experts who use your products, you are speaking with them in order to benefit from the insight or scientific expertise of such Experts, and not for any of the purposes prohibited in this Agreement.
Accurate information
You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Digital Fuel as soon as possible after any changes.

User Content

You are solely responsible for all information and any content (including for example, written text, tags, data files) you add to your account or to project briefs you provide or information in relation to Consultations (“User Content”). User Content includes, without limitation, all content you post or send on our Site. Under no circumstances whatsoever shall Digital Fuel be liable to you or to any other person or entity for your participation in, or use of, our Site. Digital Fuel has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Digital Fuel, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise from your User Content.
Other Limitations on Use
You agree to not ask Experts for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Expert holds all necessary qualifications and you have the appropriate terms of engagement in place.
You may use and apply in your business the opinions and insights you obtain during Consultations, but you may not identify or quote Experts or attribute insights or opinions to Experts or Digital Fuel without the prior written consent of Digital Fuel.
You may use Services only in strict accordance with this contract, and you agree that you will not use Services to compete directly or indirectly with Digital Fuel or any of its Services.
You agree that any written materials provided to you in connection with a Consultation or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Digital Fuel, except to your regulators and professional advisors on an as needed basis.

Non-Reliance

Digital Fuel is an independent contractor. The Experts introduced to you through our Site and/or Services are independent contractors. Nothing in this contract is intended to create a partnership, joint venture, agency or employment relationship with either the Client or our Experts.
Digital Fuel is not responsible for any content of projects, deliverables, representations or statements made by the Experts or the quality of work or Consultations provided by Experts.
You understand and agree that (i) Digital Fuel will not assume any liability with respect to your interactions with any Expert, and (ii) the knowledge and opinions of Experts is not ours, and we do not endorse them or any other information provided by any user.
If any of the content, opinions or work provided to you by the Expert is to be relied upon by a third party, the Client shall indemnify and hold harmless, Digital Fuel in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

Responsibilities of Experts

Experts are required by Digital Fuel to comply with Expert Terms and Conditions as amended from time to time, located at DigitalFuelRecruitment.com (“Expert Terms & Conditions”).

Client Responsibilities

In using the Services and at its own cost, the Client must:
use clear, complete and accurate information to describe the project, brief or Consultation;
make all necessary enquiries and satisfy yourself as to whether the Expert meets your requirements and objectives, including in relation to your requirements in ownership of intellectual property;
comply with any applicable laws; and
ensure the Expert has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Consultation.

Introductions and Non-Solicitation

For so long as you:
a. are registered with Digital Fuel (and for 12 months after any such registration ceases); and/or
b. engage with an Expert made available by Digital Fuel (including by providing information to you regarding an Expert, enabling you to identify an Expert or otherwise causing an Expert to be introduced to you),
you, your employees, agents, representatives or its related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter or attempt to enter into a contract for reward (directly or indirectly) with an Expert for the performance of services, in any way other than through the Digital Fuel Services. This applies whether or not you already know the Expert.
This means that you must use the Digital Fuel Services as your exclusive method to engage with that Expert unless Digital Fuel agrees otherwise (in writing) and you pay Digital Fuel the Introduction Fee as provided in the Introduction Fee and Replacement Guarantee Policy.
This paragraph applies in Australia and any other overseas location where Experts and Clients of Digital Fuel are located.

Liability of Digital Fuel

To the extent permitted by law, Digital Fuel will not be liable to the Client for:
a. the project, the Consultation or scope of Consultation or any changes to the project, Consultation or scope of Consultation;
b. any deliverables, work, opinion or information provided by the Expert;
c. Services not performed in accordance with this contract;
d. the accuracy of information or documents, including the Expert’s profiles, background, capabilities or statements provided to the Client;
e. any claims arising out of or in connection with this contract, any of the subject-matter of the Services or Consultation or engagement with the Expert, for breach of law, contract, negligence or other liability whatsoever; or
f. any other terms of engagement the Client might reach or agree with the Expert; or
g. any breach or alleged breach of another party’s intellectual property rights arising in respect of the Services or this contract.

Indemnification

You agree to indemnify, defend and hold harmless, Digital Fuel and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys’ fees and court costs) which arise out of or relate to:
a. any act or omission (including negligent acts or omissions) of the Expert in the performance or purported performance of any Consultation;
b. any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
c. your breach of this contract, including, without limitation, any use of Digital Fuel that violates third party rights or applicable law;
d. the use of any intellectual property created in respect of the Services not contemplated by this contract or as a consequence of a breach of this contract; or
e. any activity which you engage on or through Digital Fuel.
This indemnity will survive termination of this contract.
Warranty Disclaimer; Limitation of Liability
You use the Services solely at your own risk. The Services are provided on an “as is” and “as available” basis. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Services or verify the identity of our users. To the fullest extent permitted by law we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.
Notwithstanding anything to the contrary in this contract and to the maximum extent permitted by law:
a. Digital Fuel’s liability, whether under statute, tort, equity or contract, arising from or in connection with the Site and/or Services is limited in the aggregate to the lower of the Service Fee paid by you to Digital Fuel in the most recent 30 day period or $1000.
b. Digital Fuel is not liable to the Client in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, delay damages, acceleration costs, lost time or good will, however arising, whether in contract, tort (including negligence), strict liability or otherwise.

Intellectual Property

Some of the Consultations will allow or require the Expert to provide deliverables or content to the Client (“Expert Content”).
Unless otherwise agreed between the Expert and the Client, the Expert retains ownership of all intellectual property rights in the Expert Content.
In the absence of any specific agreement between the Expert and the Client, the Expert will grant such rights to the Client in relation to the intellectual property in the Expert Content as necessary to enable the Client to receive the benefit of the Consultation. The Client’s requirements in this regard are to be communicated to the Expert prior to the Expert commencing any Consultation with the Client.
Digital Fuel is not responsible for any Expert or Client’s use of or misappropriation of any intellectual property rights during the course of the Services or in the use of its Site, including any blog or social media sites such as LinkedIn, Facebook or Twitter. Any agreements or disputes regarding intellectual property rights in Expert Content shall be between the Expert and the Client.
Governing Law; Jurisdiction
This contract shall be governed by and construed in accordance with the laws of the state of New South Wales. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales. Each party waives any right it has to object to an action being brought in the courts of New South Wales including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Dispute resolution

If a dispute arises out of or relating to this contract the relevant parties shall attempt to resolve the matter by mediation before litigation.
Unless otherwise agreed between the Expert and Client, if a dispute arises in relation to the Consultation, the Client and Expert shall attempt to resolve that dispute by mediation between themselves before litigation.
Nothing in this paragraph limits the rights of Digital Fuel to seek or obtain urgent interlocutory or interim relief.
Termination and Suspension
Digital Fuel or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to Digital Fuel. Violation by you of Digital Fuel policies as set forth herein may, without limitation, result in immediate termination of Services with Digital Fuel.
Digital Fuel reserves the right to suspend any profile or cancel your registration or an Authorised User’s registration as a Client, at any time, on Digital Fuel forming the view in its absolute discretion that Digital Fuel’s brand, operations (including the Site, any blogs or social media sites or membership) or business (including its Client’s, partners or affiliates) may be adversely affected or harmed as a result of your continued registration.
Termination of Consultations
The Client may terminate a Consultation provided that the Client gives Digital Fuel and the relevant Expert the following notice of termination of Consultation:
a. for Consultations of less than four weeks, 1 days notice in writing; or
b. for Consultations exceeding four weeks or where the Consultation involves the Expert working on a regular or systemic basis, 1 week’s notice in writing.
In each case the Client may elect to make a payment in lieu of notice.

Miscellaneous

Any translation of this contract or our other documentation is provided for your convenience only and the English version will govern.
If you are using this contract on behalf of a business, that business accepts these terms.
This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).
We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website: DigitalFuelRecruitment.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as Client of Digital Fuel. If you continue to participate as a Client after any modification becomes effective, then your participation will constitute acceptance of such modification.

© 2016 Digital Fuel Marketing Limited • Registered in Australia - ABN: 50 165 308 467 • Registered in United Kingdom - UKBN: 8607772