(a) This agreement consists of: (i) the Reference Terms; (ii) these General Terms; (iii) the Service Terms; and (iv) the Orders.

(b) If any terms in this agreement are inconsistent, the terms listed last in paragraph (a) will prevail to the extent of the inconsistency.

(a) We will provide the Services on the terms of this agreement.

(b) We make no commitments about the future availability of any Services.

(c) You must provide the Inputs and any other information we reasonably request to help us provide the Services.

(d) You understand that your failure to comply with clause 2(c) may impact the Services.

3.1. Fees, Invoicing and payment

(a) For each Assignment, we will estimate the total Fees based on the expected length of the Assignment, the expected number of hours per week and the rates and other charges set out in the relevant Order (Estimated Assignment Cost). The Estimated Assignment Cost is an estimate only, and the Fees ultimately payable will be based on the actual hours worked and any other charges payable under this agreement.

(b) As soon as an Assignment is confirmed, we will issue you a tax invoice for 50% of the Estimated Assignment Cost (Initial Prepayment). You must pay the Initial Prepayment within 30 days after the invoice issue date.

(c) We will issue you a tax invoice for the remaining 50% of the Estimated Assignment Cost (Second Prepayment) before the scheduled halfway point of the Assignment. The Second Prepayment is due and payable at the scheduled halfway point of the Assignment. The Initial Prepayment, the Second Prepayment and any additional prepayment under paragraph (e) are together the Prepayments.

(d) At least monthly, we will provide the contact nominated in the relevant Order, or otherwise nominated by you in writing (Nominated Contact), with a reconciliation setting out the Fees incurred for the Assignment to date, the Prepayments received and applied to those Fees, and the remaining unapplied balance.

(e) If we reasonably expect the total Fees for an Assignment to exceed the remaining unapplied balance of the Prepayments, we will work with the Nominated Contact to estimate the additional prepayment required. Following that consultation, we may issue you a tax invoice for that additional amount, which you must pay within 30 days after the invoice issue date.

(f) Within 30 days after an Assignment ends, or is cancelled before it commences, we will provide a final reconciliation and refund any remaining unapplied balance of the Prepayments, less any other amounts due and payable by you under this agreement.

(g) If you do not pay an invoice when due, we may withhold or suspend the provision of further Labour Hire Services under any Assignment until all overdue amounts have been paid by you.

3.2. Taxes

(a) The Fees and any other expenses or charges under this agreement are exclusive of GST and any other taxes (unless stated otherwise).

(b) You agree to pay all taxes imposed by applicable law in connection with the Services, except for taxes based on our income. You must pay us any GST applicable to any taxable supplies, and we will provide you with tax invoices for those supplies.

(c) If you are legally required to make any deduction or withholding from any amount payable to us in relation to this agreement, then, unless the deduction or withholding is required due to a breach or failure by us, the amount payable will be increased to ensure we receive the full amount specified in this agreement as if there were no deduction or withholding.

(a) Each party agrees to protect the other party's Confidential Information with at least: (i) the same level of care it uses to protect its own Confidential Information; and (ii) a reasonable level of care.

(b) Each party may disclose the other party's Confidential Information to its Personnel (and we may disclose your Confidential Information to our Related Parties and others involved in the performance of the Services), provided: (i) they need to know that Confidential Information; and (ii) they are subject to reasonable confidentiality obligations having regard to the information disclosed.

(c) We may include you on our public customer list and may otherwise identify you as our customer.

5.1. General obligations

You must at all times comply with Privacy Laws.

5.2. Misuse of Personal Information

(a) You must only use Personal Information you receive in connection with the Services: (i) in accordance with Privacy Laws; and (ii) for the purpose of receiving the Services.

(b) You must not: (i) sell or offer services or products (such as learning or educational courses or tools) to individuals whose Personal Information you have obtained through your use of the Services; or (ii) provide any Personal Information you have obtained through your use of the Services to any other party, including to any affiliate or related party of yours, except where such action is permitted by law.

5.3. Our use of Personal Information

(a) Please see our Privacy Policy for how we collect, use and disclose Personal Information.

(b) You must procure all necessary consents and authorisations, and make all necessary disclosures, required by Law (including Privacy Laws) in respect of any Personal Information that you provide to us to enable us to use that Personal Information in connection with the Platform and otherwise as permitted by our Privacy Policy.

6.1. Our Materials

(a) We (or our licensors) own all right, title and interest, including all Intellectual Property Rights, in and to Our Materials.

(b) You must not Use Our Materials other than as expressly permitted under this agreement.

(c) You assign to us all right, title and interest, including all Intellectual Property Rights, in and to any Modifications to Our Materials made by or on behalf of you immediately from creation.

6.2. Your Materials

(a) You own all right, title and interest, including all Intellectual Property Rights, in and to Your Materials.

(b) You grant us the worldwide, non-exclusive, royalty-free right to Use Your Materials (and to sublicense others to Use Your Materials) in connection with the Services or this agreement (including to improve the Services or to develop new services).

(c) You must ensure that: (i) you are permitted to provide Your Materials for Use in accordance with this agreement; and (ii) Your Materials (and Use of Your Materials in accordance with this agreement) do not infringe the rights of any third party, including Intellectual Property Rights or rights related to confidentiality or privacy.

6.3. Third Party Material

(a) Subject to clause 6.3(b), we may, from time to time, notify you of additional terms that apply to access or use of Third Party Material (Third Party Terms). You must comply with all Third Party Terms.

(b) We must give you at least 30 days prior written notice of any new or amended Third Party Terms.

6.4. Feedback

If you choose to provide comments or feedback to us in relation to the Services, you agree that we may use that feedback for any purpose, and without attribution.

You indemnify us (and our Personnel and Related Parties) against any loss, damage or liability arising from or in connection with an IPR Claim.

8.1. Non-excludable provisions

(a) Nothing in this agreement excludes, restricts or modifies any Non-Excludable Provision.

(b) Where relevant and permissible at law, we limit our liability for breach of a Non-Excludable Provision to one or more of the following at our option: (i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

8.2. Limitation of liability

Subject to clauses 8.1 and 8.4, each party's aggregate liability to the other party for all loss suffered or incurred arising out of or in connection with this agreement (whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis) is limited to the Fees paid or Payable by you in the 3 month period preceding the event giving rise to the loss.

8.3. Consequential loss

Subject to clauses 8.1 and 8.4, neither party is liable for, and no measure of damages will, under any circumstances, include: (a) indirect, consequential, special, incidental or punitive damages; or (b) damages for loss of profits, opportunity, revenue, sales, goodwill or loss of reputation, anticipated savings or business interruption; whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.

8.4. Uncapped losses

Nothing in the agreement excludes or limits either party's liability for: (a) death or personal injury resulting from its breach of this agreement; (b) its fraud or fraudulent misrepresentation; (c) its deliberate wrongful misconduct; (d) its obligations under clause 5, (e) its breach of clause 6.3; (f) the indemnity provided under clause 7; (g) its payment obligations under the agreement; or (h) anything for which liability cannot be excluded or limited under applicable law.

8.5. Contribution

(a) Each party's liability under this agreement (including under any indemnity) will be proportionately reduced to the extent that the other party or its Personnel caused or contributed to the relevant liability.

(b) We are entitled to a reasonable extension of time for any deadlines or other milestone dates we are delayed in achieving, where our delay is caused or contributed to by you or your Personnel.

(c) We will rely on the accuracy and completeness of Your Materials and will not verify them. Subject to clauses 8.1 and 8.4, we will not be liable for any errors in the Services or any output of the Services that is caused or contributed to by Your Materials.

9.1. Term

This agreement will start when signed by the last party and will continue until terminated by either party.

9.2. Order Term

(a) Each Order will start on the Order Start Date and will continue for the Order Initial Period unless terminated earlier in accordance with this agreement (Order Initial Term).

(b) At the end of the Order Initial Term and at the end of any Order Extension Period (each an Order Extension Date), the Order Term will automatically extend by the Order Extension Period unless either party notifies the other of its desire not to extend the Order Term before the relevant Order Extension Date.

(c) You are entitled to terminate an Order which has been automatically extended in accordance with clause 9.2(b) by written notice to us during the first 5 business days after the Order Extension Date.

9.3. Termination for convenience

Provided that there are no active Orders, either party may terminate this agreement for convenience by giving the other party 30 days written notice.

9.4. Termination of this agreement for cause

In addition to any other termination rights set out in this agreement, either party may terminate this agreement, including all Orders, if: (a) the other party: (i) is in material breach of the agreement and the breach cannot be remedied; (ii) is in material breach of the agreement and fails to cure that breach within 30 days of being notified in writing of the breach; or (iii) is or appears likely to be unable to pay its debts when due or becomes insolvent; or (b) it becomes unlawful for the party to perform or comply with its obligations under this agreement.

9.5. Effect of termination or expiry

On termination or expiry of this agreement or any individual Order: (a) we may terminate any other Order which we reasonably consider to be dependent on the expiring or terminating Order; (b) you will promptly pay any unpaid Fees due and owing to us; and (c) at the date of termination or expiry: (i) all rights to Use the Services described in the terminated or expired Orders will terminate; (ii) we may disable access and use of the Services described in the terminated or expired Orders with immediate effect; and (iii) you and your End Users will immediately cease Using the Services described in the terminated or expired Orders.

For clarity, Orders do not survive termination or expiry of this agreement.

10.1. Disputes

Except where a party seeks urgent interim relief, a party must not commence court proceedings in relation to any dispute or disagreement arising out of or relating to this agreement (Dispute) unless it has complied with the provisions of this clause 10.

10.2. Dispute Notice

A party claiming that a Dispute has arisen must notify the other party in writing, including a description of the nature of the Dispute (Dispute Notice).

10.3. Negotiation

Within 5 business days after receipt of a Dispute Notice, each party must nominate a representative who has express authority to resolve the Dispute, and those representatives must meet to seek to resolve the Dispute by negotiation. All aspects of the negotiation must be kept confidential, and all communications between representatives during the negotiation are made on a without prejudice basis. If the representatives are unable to resolve the Dispute within 20 business days after the date of the Dispute Notice, then either party may have recourse to litigation or other dispute resolution processes.

11.1. Notices

Each party will provide notices under this agreement by sending an email to the other party's contact email address set out in the Details. Notice will be treated as received when the email is sent.

11.2. Force majeure

Neither party will be liable for any failure or delay in performance of its obligations to the extent caused by a Force Majeure Event.

11.3. Entire agreement

(a) Nothing in this agreement limits any liability either party may have in connection with any representations or other communications (either oral or written) made prior to or during the term of this agreement, where such liability cannot be excluded.

(b) Subject to clause 11.3(a), this agreement supersedes all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.

(c) To the maximum extent permitted by law: (i) all express or implied guarantees, warranties, representations, or other terms and conditions relating to this agreement or its subject matter, not contained in this agreement, are excluded from this agreement; and (ii) the parties must not rely on any representation made by the other party or any other person, except as expressly set out in this agreement.

11.4. Severability

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of the agreement or term is not affected.

11.5. Subcontractors

We may use subcontractors to perform the obligations of this agreement and for the other purposes set out in this agreement. We remain responsible for the performance of our obligations as set out in this agreement.

11.6. Assignment

(a) We may, without your approval, assign, novate or transfer any of our rights or obligations arising out of or under this agreement (or any part of this agreement) to any entity with sufficient financial capacity (whether directly or indirectly including by way of intra-group arrangements) to perform the obligations under the agreement.

(b) You may only assign, novate or transfer any of your rights or obligations arising out of or under this agreement (or any part of this agreement) to another person with our prior written approval, which will not be unreasonably withheld.

11.7. Rights of third parties

Each party enters into this agreement in their own legal capacity and not as agent or trustee for any other person, and only you and we have the right to enforce this agreement.

11.8. Survival

Any clause that is intended to survive termination of this agreement will do so including, but not limited to, clauses 4, 5, 8, 10 and 11.

11.9. Relationship

We are an independent contractor. This agreement does not form any partnership, joint venture, fiduciary, employment, agency or other relationship between the parties. Neither party has the power to bind the other.

11.10. Changes

(a) These General Terms and each of your Orders may only be varied by written agreement between the parties. We may update the Reference Terms and the Service Terms at any time. If the changes have a material detrimental effect on the Services, you are entitled to terminate any Order that is impacted by the proposed amendments by written notice to us, at any time during the 30-day period after such changes have been made.

(b) Some Services (or parts of Services) rely on inputs we acquire from third parties (Impacted Services). If our agreement with one of these third parties comes to an end (for any reason), we will no longer be able to provide the Impacted Services which rely on the inputs acquired from that third party. We will give you as much notice as reasonably practicable if this happens.

(c) If we notify you of an Impacted Service: (i) we will not be required to provide the Impacted Service from the date we specify in our notice; (ii) we will promptly repay any Fees you have paid in advance for the Impacted Service; (iii) we will promptly update the relevant Service Terms or Reference Terms to reflect the removal of the Impacted Service; and (iv) you may terminate any Order that contains that Impacted Service by notifying us in writing no later than 10 business days after you first receive notice of the Impacted Service.

11.11. Governing Law

This agreement and any dispute arising from this agreement, whether contractual or non-contractual, will be exclusively governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts sitting in New South Wales, Australia, including Federal Courts sitting in that State.

The following words and expressions have the meanings given to them below:

Acceptable Use Policy means our acceptable use policy as set out on our Website or made available to you, as updated from time to time.

Confidential Information with respect to a disclosing party, means all information, data and material disclosed by such disclosing party to the receiving party (in whatever form) that is marked or described as, or provided under circumstances reasonably indicating it is, confidential or proprietary. Our Confidential Information includes all non-public information and materials (technical, business and otherwise) related to the Services, provided to you via the Services, or provided by us to you in relation to this agreement. Confidential Information does not include information that: (a) is or becomes generally available in the public domain, other than through any breach of confidence by the receiving party; (b) is rightfully received by the receiving party from a third party other than as a result of a breach of confidence; or (c) has been independently developed by the receiving party without using any other Confidential Information of the disclosing party.

Details means the section titled "Details" in this agreement.

Dispute has the meaning given in clause 10.1.

Dispute Notice has the meaning given in clause 10.2.

End User means any of your Personnel or other third parties permitted by you to access and use the Services.

Fee means the fees for the Services as set out in the Orders.

Force Majeure Event means fire, flood, earthquake, elements of nature or acts of God, epidemics, pandemics, wars, terrorist acts, site-specific terrorist threats, cyber-attacks and threats, riots, civil disorders, rebellions or revolutions, government orders, network communications failure or delay (including failure of any third party APIs), or any other cause beyond the reasonable control of a party.

General Terms means clauses 1 to 12 of this document.

GST has the meaning given to Goods and Services Tax in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Impacted Services has the meaning given in clause 11.10(b).

Input means the information, documentation, access, material, items or assistance listed as 'Inputs' in the Order.

Intellectual Property Rights means all copyrights, patents, rights with respect to trade marks, service marks, and trade dress, trade secret rights, rights in domain names, rights with respect to databases and other compilations and collections of data or information, publicity rights, and other intellectual and industrial property rights anywhere in the world, whether statutory, common law or otherwise.

Interest Rate means the Reserve Bank of Australia's current official cash rate target plus 3 percent.

IPR Claim a claim that any of Your Materials provided under this agreement or Modifications to Our Materials made by or on behalf of you under this agreement or their Use in accordance with this agreement infringes the Intellectual Property Rights of any third party.

Modifications means improvements, enhancements, and modifications to materials, and/or derivative works of such materials.

Non-excludable Provision means a guarantee, warranty, term or condition that is implied or imposed by law and cannot be excluded..

Order Extension Date takes the meaning given in clause 9.2(b).

Order Extension Period means one month, unless another period is specified as the "Order Extension Period" in the relevant Order.

Order Initial Period means one month, unless another period is specified as the "Order Initial Period" in the relevant Order.

Order Initial Term takes the meaning given in clause 9.2(a).

Order means the order setting out the Services which you agree to procure, and we agree to provide and the applicable Fees. Including, but not limited to, subscriptions and orders made via the Hatch website.

Order Start Date means the date specified as the "Order Start Date" in the relevant Order.

Order Term means the time from the Order Start Date until: (a) the end of the Order Initial Term; or (b) the end of the final Order Extension Period (if the Order Term is extended under clause 9.2).

Our Materials includes: (a) the Services, any documentation, brand assets (such as logos and trademarks) and any other material provided by us (or our Personnel) to you in connection with the Services; (b) anything developed by or on behalf of us in connection with this agreement; and (c) all Modifications to the materials described in (a) or (b) made by or on behalf of either party.

Payable means, in respect of Fees, the Fees for Services which have been performed but not yet invoiced (calculated on a pro rata basis where required).

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Personnel means any officer, employee, agent, contractor or subcontractor of the parties.

Privacy Laws means the Privacy Act 1988 (Cth) and any other laws and binding industry codes relating to the management of Personal Information.

Privacy Policy means our privacy policy as set out on our Website or otherwise made available to you, as updated from time to time.

Reference Terms means any other policies or other documents incorporated into this agreement by reference, including the Privacy Policy and the Acceptable Use Policy and.

Related Parties means any related bodies corporate within the meaning of the Corporations Act 2001 (Cth).

Service Terms means any terms in this agreement which are headed "Service Terms", or any other terms which are incorporated as "Service Terms" in the Order.

Services means the services we are providing to you, as set out in your Order.

Third Party Material means all software, APIs, data, and any other content and material that are obtained or derived from third party sources (i.e. sources other than us) that you may access or use in connection with this agreement. It includes third party data sources and any third party APIs used to access data for the Services.

Third Party Terms takes the meaning set out in clause 6.3(a).

Use means to access, use, store, process, display, copy, communicate, modify and/or to create derivative works from.

Website means the website operated by us which is https://www.hatch.team/.

Your Materials means any information (including any Personal Information) or materials that: (a) you provide to us in connection with this agreement (including for purposes of making them available to End Users via the Services); or (b) you or any End User inputs, transmits or uploads to, or otherwise stores or processes on or through, the Services.

These Service Terms apply solely to where we are providing you access to the Platform as set out in an Order.

2.1. The Platform

(a) Subject to these Platform Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform.

(b) You must provide the Inputs and any other information we reasonably request to help us provide the Platform.

(c) You understand that your failure to comply with clause 2.1(b) may impact the Platform.

(d) Your access and use of the Platform will be based on your Subscription.

(a) We will invoice you Fees monthly in arrears for a monthly Subscription or quarterly in advance for an annual Subscription, unless otherwise agreed in your Order.

(b) You must pay each invoice in Australian dollars within 30 days after the invoice issue date.

4.1. Compliance with Laws

You must comply with all Laws in relation to your access and use of the Platform.

4.2. Responsibilities relating to Match Participants

You are responsible for: (a) conducting all aspects of the interview process in compliance with all applicable Laws, including: (i) selecting which Match Participant you wish to interview; (ii) conducting all Match Participant interviews; (iii) making offers of employment and / or engagement to successful Match Participants; (iv) communicating to unsuccessful Match Participants that they were not successful; and (b) conducting all other aspects of the hiring process in compliance with all applicable Laws and regulations including: (i) verifying each Match Participant's qualifications and experience; (ii) verifying the eligibility of Match Participants to accept employment; and (iii) conducting any background checks you deem necessary.

4.3. End Users

(a) A User may connect their User Account to your Employer Account in order to post Jobs on your behalf on the Platform (End User).

(b) You are solely responsible for the connection an End User has with your Employer Account, including verifying and revoking an End Users' access to your Employer Account.

(c) You will ensure that your End Users comply with your obligations under this agreement. You are responsible for your End Users' acts and omissions as if they were your own. You are responsible for any use of the Platform through or in connection with your Employer Account.

(d) When you create an Employer Account, you must provide full and accurate information for such registration and account.

(e) You are responsible for protecting the confidentiality of the details used to access your Employer Account. We may cancel any Employer Account access to the Platform if its login details are used by an unauthorised third party. You must not permit, authorise or enable anyone other than your End Users to access the Platform through or in connection with your Employer Account.

(f) You must notify us immediately if you become aware of any unauthorised access to your Employer Account or the Platform.

4.4. Back up of Your Materials

You acknowledge and agree that: (a) the Platform is not intended to hold or maintain master or original information; and (b) you are solely responsible for maintaining a backup of all Your Materials.

4.5. Compliance with Acceptable Use Policy

You must not use, and you must use all reasonable endeavours to ensure that the End Users do not use, the Platform: (a) in any way which damages, interferes with or interrupts the Platform, or any telecommunications network, equipment, or facilities, or cabling controlled by us or our suppliers; (b) in any way which may damage any property or injure or kill any person; (c) to transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted; or (d) in any other way which contravenes the Acceptable Use Policy.

(a) We may make modifications to the Platform from time to time. If we make a material change to the Platform, we will inform you by email or through the Platform. If the changes have a material detrimental effect on your use of the Platform, you may cancel your Subscription by notifying us in writing at any time during the 30-day period after such changes have been made.

(a) You own all right, title and interest, including all Intellectual Property Rights, in and to Your Data.

(b) We have the right to access and use Your Data and any data relating to your use of the Platform, on a de-identified and aggregated basis, for any purpose in connection with our business.

(c) We retain all rights, including Intellectual Property Rights, in any products created from Your Data under this clause and we are entitled to continue using such products after this agreement has terminated or expired, or your Subscription is cancelled.

7.1. Exclusions of liability

Subject to clause 8.1 of the General Terms, we will not be liable for any loss all loss suffered or incurred arising out of or in connection directly or indirectly from: (a) the recruitment, selection or hiring of any Match Participant; (b) any failure to hire a Match Participant; (c) any interactions between you and any Match Participant; (d) any failure of any Match Participant to accept any offer of employment, or (e) any Match Participant exercising its rights with respect to its Personal Information; (f) any claims arising from any act or omission of an Match Participant while working under your control, supervision or direction, including but not limited to, claims arising out of a result of an Match Participant's negligence; (g) any claims arising directly or indirectly from the misconduct or dishonesty of an Match Participant; (h) a failure by the Match Participant to perform work for you with due care and skill; (i) delay, failure, interruption, compromise or corruption of any data, content, or other information transmitted in connection with use of the Platform, including information you provide to us or the Platform; and (j) damage caused by viruses that may infect any computer, telecommunication equipment or other property arising from: (i) access to, use of, or browsing the Platform; or (ii) downloading any materials or content from the Platform.

We may suspend your use of or access to the Platform from time to time: (a) if you fail to comply with this agreement; (b) to perform routine or emergency maintenance; (c) to implement service changes and upgrades to the Platform; (d) if we reasonably believe that your or any of your End Users' use of the Platform could adversely impact other clients' or their end users' use of the Platform or the hosting environment, such as the servers used to provide the Platform; (e) if there is suspected unauthorised third party access to the Platform; (f) if we reasonably believe that suspension is required to comply with applicable Law; (g) if we become aware of any actual or potential IPR Claim; (h) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or (i) if the Platform is, in our opinion, being misused in a manner that causes us material detriment.

Where reasonably practicable, we will provide you with at least 10 business days' notice of any suspension. Any such suspension or resulting downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.

9.1. Platform related disclaimers

You acknowledge and agree that: (a) your use of the Platform is at its own risk. (b) We provide the Platform exclusively on an as-is basis without any representation or warranty of any kind including, without limitation: (i) any warranty of merchantability; (ii) fitness for a particular purpose; or (iii) non-infringement. (c) We do not warrant the accuracy or completeness of the materials or services on or through the Platform. (d) We will not be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Platform.

9.2. Match Participants

We do not provide any warranties, representations or guarantees: (a) regarding the accuracy, completeness and usefulness of all Match Participant information provided through the Platform; (b) relating to the volume and quality of Requests received for any Job; and (c) that any Match Participant will achieve a certain level of performance, achieve a certain outcome, solve a particular problem, or attain a specific goal.

9.3. Security

We aim to ensure that the Platform is secure. However, transmissions over the internet and communications networks are not in our control and can never be completely secure.

The following words and expressions have the meanings given to them below:

Acceptable Use Policy means our acceptable use policy as set out on our Website or made available to you, as updated from time to time.

Employer Account means your account associated with unique account details, through which you may access and use the Platform (as permitted under this agreement). For clarity, all of your End Users' User Accounts are considered part of your Employer Account.

End User has the meaning given in section 4.3(a) of these Service Terms.

Inputs means: (a) information to inform the requirements for any Job for which you wish to receive Requests and review Match Participants; (b) information relating to which Match Participants were interviewed, offered employment and accepted a Job.

Job a job opportunity that you are advertising on the Platform.

Match Participant means any User seeking employment or who sends or receives a Request through the Platform. online platform we make available to you which provides you with access to our marketplace and allows you to match with Match Participants.

Request means the act or sending a match request to a Job or a User, made by a User.

Subscription means your subscription with us to use the Platform, based on your chosen Subscription Tier.

Subscription Tier means the subscription tier you select in the relevant Order.

Use Restrictions means the restrictions on how you use the Platform, as set out in your Order, including any restrictions on the maximum number of End Users that may use the Platform.

User Account means an account associated with unique account details, through which a User may access and use the Platform (as permitted under this agreement).

User means an individual who uses the Platform via a User Account. For clarity, all End Users are Users.

Your Data means any data that you or any End User inputs, transmits or uploads to, or otherwise stores or processes on or through, the Platform.

These Service Terms apply solely to any Labour Hire Services Ordered by you.

2.1. Our responsibilities in relation to Works

We will remain responsible for the following in relation to the Worker while on Assignment with you: (a) maintain our relationship as the sole employer of the Worker; (b) contributing to a positive work experience for both you and the Worker; including (but not limited to) encouraging goal setting, regular feedback loops, and establishing support structures; (c) the payment of all amounts due to a Worker under the terms of any relevant industrial instrument, law or contract, with respect to the Assignment; (d) subject to this agreement, the deduction and/or remittance of all appropriate taxes, including but not limited to income tax, fringe benefits tax and payroll tax, as may be required by law; (e) workers' compensation under the applicable legislation in the relevant jurisdiction; (f) ensuring that Workers will be covered by a public liability insurance policy (of not less than $20 million) and a professional indemnity insurance policy (if performing services of a professional nature) whilst working on Assignment with you; (g) the payment of an amount as superannuation into a superannuation fund to avoid the imposition of any charge as may be required by law; and (h) ensuring that all Workers have submitted relevant documentation required for the Assignment,

If at any point during an Assignment you are dissatisfied with a Worker, or if the Worker's ability to function effectively and safely is limited, a Worker will be arranged to replace the initial Worker as soon as practicable after you have notified us.

2.2. Your responsibilities

You must: (a) supervise, instruct and direct the Worker whilst they are on Assignment to you; (b) comply with your obligations to the Worker pursuant to all relevant laws, including laws relating to workplace or occupational health and safety, discrimination and harassment; (c) immediately advise us if you fail to comply with paragraph (b); (d) report to us any performance issues in relation to a Worker in a timely manner and in a format as may be reasonably requested by us; (e) maintain the confidentiality and privacy of information we provide to the you about the Worker; and (f) compensate us for any statutory charges, levies and taxes for which we may become liable in respect of performing our obligations under the Assignment where such statutory charges, levies or taxes being introduced after the Assignment.

2.3. Your rights in relation to Workers

If you notify us that you are dissatisfied with a Worker, or that the Worker's ability to function effectively and safely is limited, we will arrange a replacement Worker as soon as practicable. Alternatively, you may discontinue the relevant Assignment.

3.1. Invoicing

(a) For each confirmed Assignment, we will issue you a tax invoice which specifies the days and times worked by each Worker in the current week and the total Fees incurred by you.

(b) You must pay each invoice in Australian dollars within 14 days after the invoice issue date..

(c) If you do not pay the invoice in 14 days, we may withhold the provision of further services under an Assignment until all outstanding invoices have been paid by you.

3.2. Changes to Fees

The parties agree to review and adjust the Fees subject to changes in: (a) minimum wages under any applicable industrial instrument or site agreement; (b) the minimum superannuation contribution required to be made under relevant superannuation legislation to avoid the imposition of a charge us; and/or (c) government or other charges relating to payroll tax and/or workers' compensation insurance premiums under relevant legislation.

3.3. Shortlisted Workers

In the event that we provide you a shortlist of potential Workers (Shortlisted Workers), and at any time prior to or within 6 months of commencement of the Assignment, you offer a Shortlisted Worker direct employment, you will be liable to provide a payment to us equivalent to any unearned margins we would have been entitled to at the end of the Assignment (calculated on a pro-rata basis).

(a) You will retain the Intellectual Property Rights in any Materials developed by the Worker while on Assignment.

(b) We will, and will direct the Worker to, do all things necessary to give effect to this clause (including but not limited to agreeing to waive all Moral Rights in respect of such Intellectual Property Rights) and will comply, at your cost, with any reasonable requirements of you in relation to the registration or other dealings with the relevant Intellectual Property Rights.

5.1. Limitation of liability

Subject to clause 8.1 of the General Terms, our liability for any breach of a term implied in this Service by any law will be limited, at our option, to providing, or paying the costs of providing, the Worker's services again.

5.2. Exclusion of liability

Subject to clause 8.1 of the General Terms, we will not be liable for: (a) any claims arising from any act or omission of a Worker while working under your control, supervision or direction, including (but not limited to) claims arising out of a result of a Worker's negligence; (b) any claims arising directly or indirectly from the misconduct or dishonesty of a Worker; and (c) a failure by the Worker to perform work for you with due care and skill.

As our Workers work under your control, supervision and direction, we make no representation or guarantee that they will achieve a certain level of performance, achieve a certain outcome, solve a particular problem, or attain a specific goal; and

(a) If you place an Order for Labour Hire Services with us, it will be deemed to create an agreement with Hatch Labour Hire (Labour Hire Agreement).

(b) Following the formation of a Labour Hire Agreement, any subsequent Order for Labour Hire Services will be treated as an Order placed under that Labour Hire Agreement.

(c) A Labour Hire Agreement will be comprised of: the General Terms, these Service Terms, and the relevant Order.

(d) In a Labour Hire Agreement, each reference to "us" or to "this agreement" is deemed to be a reference to Hatch Labour Hire or to the Labour Hire Agreement, as applicable.

The following words and expressions have the meanings given to them below:

Hatch Labour Hire means Hatch People Pty Ltd (ABN 62 618 211 484).

Assignment Description means a description of the work to be performed as set out in an Order, or failing that any document provided by the Client that includes: (a) a job description of each of the Workers; (b) any inherent requirements of the job; (c) any background, security, suitability, medical and fitness check or other pre-placement investigation required by law in relation to the job; (d) the time and date upon which an Assignment is to commence (which will be confirmed by us sending a timesheet to you prior to the commencement of the Assignment); (e) the time and date upon which an Assignment is to terminate (if applicable, and which will be confirmed by us sending a timesheet to you prior to the commencement of the Assignment); (f) the location(s) where the work is to be performed; and (g) any other material or relevant description of the work to be performed or the arrangements relating to it.

Assignment means the on-hire placement of one or more of our Workers in accordance with an Order or an Assignment Description to perform work at your premises or anywhere else agreed between the parties.

Labour Hire Agreement has the meaning given in section 7(a) of these Service Terms.

Labour Hire Services means the services to be performed by us in relation to the provision of a Worker to perform an Assignment, as set out in an Order.

Materials means works, ideas, concepts, designs, inventions, developments, improvements, systems or other material or information, created, made or discovered by the Worker (either alone or with others and whether before or after the date of this agreement) in the course of the Assignment or as a result of using your resources.

Moral Rights means rights of integrity of authorship, rights of attribution of authorship, rights not to have authorship falsely attributed and rights of a similar nature, that exist, or may come to exist, anywhere in the world in all Materials made or to be made by the Worker in the course of the Assignment.

Shortlisted Worker has the meaning given in section 3.3 of these Service Terms.

Worker means the individuals employed by us to undertake work at any Assignment.