Cemoh Contractor Agreement

These terms and conditions were last updated on 16 November 2021.

1. About the Website

1.1 Welcome to https://app.cemoh.com (‘Website‘). The Website provides marketing services to Cemoh Pty Ltd client.

1.2 The Website is operated by Cemoh Pty Ltd (ABN 78 625 703 246) (Company) under license from Cemoh Licensing Pty Ltd. Access to and use of the Website, or any of its associated Products or Services, is provided by Cemoh. Please read these terms and conditions (‘Terms‘) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

1.3 Cemoh reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Cemoh updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Acceptance of the Terms

You (Contractor) accept the Terms by registering on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Cemoh in the user interface.

3. Compliance with laws

(a) The Contractor must comply at its own cost and expense with all Acts, ordinances, rules, regulations, other delegated legislation, codes and the requirements of any Commonwealth, state and local government departments, bodies, and public authorities or other authority so far as these same may affect or apply to the Contractor or to the Services.

(b) The Contractor indemnifies the Company from and against all actions, costs, charges, claims and demands in respect of any breach of sub-clause (a) of this clause.

4. Contractor’s warranties

(a) The Contractor warrants that the Contractor has no authority to engage the services of any person as an employee or agent of the Company.

(b) Except with the prior written approval of the Company, the Contractor will not bind the Company to any contract, or create any liability against the Company in any way or for any purpose.

5. Relationship between parties

(a) The relationship between the Company and the Contractor is that of a principal and an independent contractor. Nothing in this agreement constitutes the relationship of partnership or employer and employee between the Company and the Contractor, or between the Company and the Designated Persons.

(b) Nothing in this agreement constitutes or deems any Designated Persons to be employees of the Company. The Dedicated Persons are and will remain at all times employees, independent contractors or agents of the Contractor.

6. Conflict of interest

(a) The Contractor warrants that it is not under any obligation or restriction which would in any way interfere with or conflict with the Contractor providing the Services under this agreement. The Contractor warrants that it will not assume any such obligation or restriction.

(b) The Contractor may engage in any other work and assignments during the Term provided that such other work or assignments do not involve a conflict with its duties and responsibilities to the Company and do not bring the Company into disrepute.

7. Confidential Information

Confidential Information includes, but is not limited to, any information that is:

(a) marked as confidential; or

(b) received or developed by the Contractor during the engagement, which relates to processes, equipment and techniques used by the Company in the course of the Company’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans, but does not include information which:

(a) is generally available in the public domain otherwise than as a result of a breach of this agreement by the Contractor;

(b) was known by the Contractor prior to the Company disclosing the information to the Contractor; or

(c) the Contractor is required by law to disclose.

8. Confidentiality obligations

(a) Unless it has previous written consent from the Company the Contractor must:

(i) only use the Confidential Information for the purpose of performing the Services.

(ii) not use or attempt to use any Confidential Information in any manner which may prejudice the confidentiality of the Confidential Information or may injure or cause loss to the Company.

(b) The Contractor must at all times store all Confidential Information safely and securely.

(c) the Contractor must immediately notify the Company in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.

(d) The Contractor’s obligations with regard to the Confidential Information will continue for so long as this information is maintained on a confidential basis:

(i) by the Company, in the case of Confidential Information pertaining to the Company’s business, or

(ii) by the Company’s client, in the case of Confidential Information pertaining to the business of the Company’s client.

9. Indemnity and breach

(a) The Contractor indemnifies the Company against all liabilities, costs and expenses which the Company may incur as a result of any breach of this clause by the Contractor.

(b) The Contractor acknowledges that damages may be an inadequate remedy for breach of this clause and that the Company may obtain injunctive relief against the Contractor for any breach of this clause.

10. Privacy

The Contractor will comply with all privacy obligations under any law or regulation.

11. Survival of obligations

The obligations accepted by the Contractor under this clause survive termination or expiry of this agreement.

12. Intellectual Property – Disclosure and ownership

(a) For the purposes of this clause, Intellectual Property includes but is not limited to trademarks, patents, copyrights, processes know-how, registered designs or other like rights or any right to apply for registration of any of the former.

(b) The Contractor must disclose to the Company promptly and fully all discoveries, improvements and inventions made or conceived by the Contractor (either solely or jointly with others) in the course of performing the Services which are similar to the actual or anticipated business, work or investigations of the Company or which result from or are suggested by any work performed for the Company. Such inventions, whether or not they contain Intellectual Property rights capable of protection, shall be and remain the sole and exclusive property of the Company or its nominees.

(c) The Contractor acknowledges that the Company owns all Intellectual Property created by the Contractor in connection with the Services, that now exists or that later comes into existence. The Contractor assigns all its rights in such Intellectual Property to the Company. The Contractor will do all things and execute all documents necessary to secure the Company’s ownership of the Intellectual Property.

(d) The Contractor agrees to indemnify the Company fully against all liabilities, costs and expenses which the Company may incur as a result of any breach of this clause by the Contractor.

(e) The obligations under this clause survive termination or expiry of this agreement.

13. Post-agreement restraints – non-solicit

(a) The Contractor agrees that it will not:

(i) canvass, solicit or endeavour to entice from the Company any person or organisation that is a customer, supplier or prospect of the Company;

(ii) canvass, solicit or endeavour to entice any employee or agent of the Company to terminate their contracts of employment or agency with the Company;

(ii) interfere or seek to interfere with the relationship between the Company and its customers, suppliers and employees.

(b) induce any other person to perform any of the acts specified in sub-clauses(a)(i), (a)(ii) and (a)(iii) of this clause.

(c) The Contractor acknowledges that any breach by the Contractor of this clause would cause irreparable harm and significant damage to the Company and accordingly that the Company has the right to seek and obtain immediate injunctive relief in relation to any such breach.

(d) The Contractor acknowledges that the covenants in respect of non-competition contained in this clause are fair and reasonable and that the Company is relying upon this acknowledgement in entering into this agreement.

14. Contractor’s indemnity

(a) The Contractor will be responsible for and indemnify the Company against liability for all loss, damage or injury to any person or property caused by the Contractor, in the course of providing the Services.

(b) The amount of any claims, damages, interest, costs and expenses (including without limitation all related legal costs incurred by the Company) which may be paid, suffered or incurred by the Company in respect of such loss, damage or injury must be made good at the Contractor’s expense and may be deducted from any moneys due or becoming due to the Contractor.

15. Severability

The Company and the Contractor consider the covenants, obligations and restrictions contained within this agreement to be reasonable in all the circumstances of the agreement. Unenforceability of a provision of this agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it shall be taken to be severed from the agreement.

16. Notices

Any notice, demand, consent, approval or communication under this deed (Notice) must be:

(a) in writing, in English and signed by a person duly authorised by the sender; and

(b) delivered by hand, registered mail, fax or email to the recipient’s address.

17. Governing law

This agreement is governed by, and is to be construed and take effect in accordance with, the laws of Queensland, Australia. Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of Queensland.